Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or 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 and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.

Application of Proceeds. After (a) Revolving Nature of ABL Obligations. The Shared Collateral Agents, on behalf of the exercise Shared Collateral Secured Parties, expressly acknowledge and agree that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of remedies provided for business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Collateral or the release of any Lien by the ABL Agent upon any portion of the ABL Collateral in Section 7.01connection with a permitted disposition by the ABL Loan Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Shared Collateral Secured Parties and without affecting the provisions hereof; and (iii) all ABL Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Secured Creditor Remedies, all amounts received on account by the ABL Agent or any ABL Lender in respect of the Secured Obligations any ABL Collateral shall be applied by the Administrative Agent, as specified in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or 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 and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directSection 4.1. The Collateral Agent shall have sole 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 Lien Priority shall not be obligated to see to altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the application of ABL Obligations or the Shared Collateral Obligations, or any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication portion 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.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documentsprovision. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or 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 and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank Xxxxxx Xxxxxx & Xxxxxxx LLP for any and all of the foregoing in connection with the Transactions Loan Documents and the transactions contemplated hereby and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loanssyndication, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor 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 the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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. Notwithstanding the foregoing, Secured Cash Management Obligations and Secured Swap Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article VIII for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. After So long as the Discharge of First-Lien Obligations has not occurred, any proceeds of any Collateral pursuant to the enforcement of any Security Document or the exercise of remedies provided for any remedial provision thereunder, together with all other proceeds received by any Creditor (including all funds received in Section 7.01respect of post-petition interest or fees and expenses) as a result of any such enforcement or the exercise of any such remedial provision 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, or the application of any amounts received on account Collateral (or proceeds thereof) to the payment thereof or any distribution of Collateral (or proceeds thereof) upon the Secured Obligations liquidation or dissolution of any Grantor, shall be applied by the Administrative Agent, First-Lien Collateral Agent to the First-Lien Obligations in accordance with the following provision and/or the similar provisions such order as specified in the relevant First-Lien Security Documents. Subject to the terms of Document (it being understood that any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or 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 and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents the Second-Lien Collateral Agent shall not constitute a distribution of or in respect of Collateral for purposes of this Agreement, provided, however, that this understanding does not constitute and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall may not be Milbank LLP for any and all construed as an agreement or consent of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the First-Lien Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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, First-Lien Creditors to the payment in full of the Secured Obligations (Second-Lien Collateral Agent’s fees or expenses in any respects). Upon the amounts so applied Discharge of First-Lien Obligations, the First-Lien Collateral Agent shall deliver to be distributed among the Secured Parties pro rata Second-Lien Collateral Agent any proceeds of Shared Collateral held by it in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDsame form as received, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, necessary endorsements or as a court of competent jurisdiction may otherwise direct. The , to be applied by the Second-Lien Collateral Agent shall have sole discretion as to the time of application of any Second-Lien Subordinated 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 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 ObligationsSecond-Lien Subordinated Security Documents.

Application of Proceeds. After the exercise The proceeds of remedies provided for in Section 7.01, any amounts received on account sale or other disposition of the Secured Obligations Collateral shall be applied by the Administrative AgentHCA, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated first upon all expenses authorized by this Agreement, the Collateral Agent shall apply Documents or by law, including reasonable attorney’s fees incurred by HCA; the balance of the proceeds of any collection such sale or sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, other disposition shall be applied to the payment of all reasonable the Indebtedness, first to interest and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent Service Fees, then to principal, then to other Indebtedness, and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreementsurplus, any other Loan Document or any of the Secured Obligationsif any, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, shall be paid over to the reasonableBorrower or to such other Person or Persons as may be entitled thereto under applicable law. The Borrower and Guarantor shall remain liable for any deficiency, documented and invoiced fees, charges and disbursements of one primary counsel (which the Borrower or Guarantor shall pay to HCA immediately upon demand. Nothing herein contained shall be Milbank LLP construed to make HCA an agent or Trustee of Borrower or Guarantor for any purpose whatsoever, and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 HCA shall not be obligated to see to the application of responsible or liable for any shortage, discrepancy, damage, loss or destruction or any part of the purchase money paid over Collateral wherever the same may be located and regardless of the cause thereof (except to the extent it is determined by final judicial decision that HCA’s act or omission constituted gross negligence or willful misconduct). HCA shall not, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts, liquidation of the Collateral Agent or such officer any instrument received in payment thereof or for any damage resulting therefrom (except to the extent it is determined by a final judicial decision that HCA’s error, omission or delay constituted gross negligence or willful misconduct). HCA does not, by anything herein or in any assignment or otherwise, assume any of the Borrower’s or Guarantor’s obligations under any contract or agreement assigned to HCA, and HCA shall not be answerable responsible in any way for the misapplication thereof. The Collateral Agent shall have no liability to performance by the Borrower or Guarantor of any kind of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal terms and interest and other amounts outstanding with respect to the Secured Obligationsconditions thereof.

Application of Proceeds. After The Collateral Agent shall, following written instruction from the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject Applicable First Lien Agent and subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this AgreementIntercreditor Agreements, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection or 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 and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document Indenture Document, any Other First Lien Agreement or any of the Secured ObligationsObligations secured by such Collateral, including including, without limitation, all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances (if any) made by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Indenture 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 DocumentIndenture 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 or any Other First Lien Agreement in its capacity as such; SECOND, to the payment in full of the Secured Obligations secured by such Collateral (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the respective amounts of the Secured such Obligations owed to them on the date of any such distribution); and THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan PartiesPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The 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. Following written instruction from the Applicable First Lien Agent, the Collateral Agent shall have sole 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. 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.

Application of Proceeds. After (a) Revolving Nature of ABL Obligations. The Term Agent, for and on behalf of itself and the exercise Term Secured Parties, expressly acknowledges and agrees that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of remedies provided for business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Priority Collateral or the release of any Lien by the ABL Agent upon any portion of the Collateral in Section 7.01connection with a permitted disposition by the ABL Credit Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Term Secured Parties and without affecting the provisions hereof; and (iii) all ABL Priority Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Secured Party) or the Term Agent (or any Term Secured Party) commences the Exercise of Any Secured Creditor Remedies, all amounts received on account of by the Secured Obligations ABL Agent or any ABL Lender shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Administrative AgentABL Obligations or the Term Obligations, in accordance with the following provision and/or the similar provisions in the Security Documentsor any portion thereof. Subject Notwithstanding anything to the terms of any applicable intercreditor agreement then contrary contained in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or 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 and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Term Document or any ABL Document, each Credit Party and the Term Agent, for itself and on behalf of the Term Secured ObligationsParties, including all reasonable and documented agrees that (i) only Term Priority Collateral or invoiced out-of-pocket court costs and proceeds of the fees and expenses of its agents and legal counsel (limited, Term Priority Collateral shall be deposited in the case of Term Loan Priority Accounts and (xii) legal fees and expenses, prior to the reasonablereceipt of a Term Cash Proceeds Notice, documented the ABL Secured Parties are hereby permitted to treat all cash, cash equivalents, Money, collections and invoiced feespayments deposited in any ABL Deposit and Securities Account or otherwise received by any ABL Secured Parties as ABL Priority Collateral, charges and disbursements of one primary counsel (which no such amounts credited to any such ABL Deposit and Securities Account or received by any ABL Secured Parties or applied to the ABL Obligations shall be Milbank LLP subject to disgorgement or deemed to be held in trust for any the benefit of the Term Secured Parties (and all claims of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by other Term Secured Party to such conflict notifies the Borrower amounts are hereby waived). 30 Form of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this J. Crew Intercreditor Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.

Application of Proceeds. After Unless and until the Discharge of Senior Priority Obligations has occurred and regardless of whether an Insolvency or Liquidation Proceeding has been commenced, the Shared Collateral or Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Shared Collateral upon the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject Designated Senior Priority Representative to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or 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 and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel Senior Priority Obligations (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor the Discharge of Second Priority Obligations has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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; SECONDoccurred, to the payment Excess Senior Priority Obligations) in full such order as specified in the relevant Senior Priority Debt Documents and, if applicable, the First Lien Intercreditor Agreement (which application shall, subject to Section 6.04, be accompanied by a permanent reduction in Senior Priority Obligations). Upon the Discharge of Senior Priority Obligations, each applicable Senior Priority Representative shall, so long as the Secured Discharge of Second Priority Obligations (has not occurred, deliver promptly to the amounts so applied Designated Second Priority Representative any Shared Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements and any such endorsement to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assignswithout recourse, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole discretion as , to be applied by the Designated Second Priority Representative to the time Second Priority Obligations (and, solely to the extent no Excess Senior Priority Obligations remain outstanding, to the Excess Second Priority Obligations) in such order as specified in the relevant Second Priority Debt Documents and, if applicable, the Second Lien Intercreditor Agreement; provided that upon the Discharge of application Second Priority Obligations, if any Excess Senior Priority Obligations remain outstanding, (x) the Designated Second Priority Representative shall deliver to the Designated Senior Priority Representative any Shared Collateral (including, for the avoidance of doubt, possession and control of any Pledged or Controlled Collateral) or Proceeds thereof held by it in the same form as received, with any necessary endorsements and any such proceedsendorsement to be without recourse, moneys or balances in accordance with this Agreement. Upon any sale as a court of Collateral competent jurisdiction may otherwise direct, to be applied by the Collateral Agent Designated Senior Priority Representative to the Excess Senior Priority Obligations in such order as specified in the relevant Senior Priority Debt Documents and, if applicable, the First Lien Intercreditor Agreement and (including pursuant y) if, after giving effect to a power of sale granted by statute or under a judicial proceedingthe foregoing clause (x), no Excess Senior Priority Obligations remain outstanding, the receipt of the Collateral Agent or of the officer making the sale Designated Senior Priority Representative shall be a sufficient discharge deliver to the purchaser or purchasers Designated Second Priority Representative any Shared Collateral (including, for the avoidance of the Collateral so sold doubt, possession and such purchaser or purchasers shall not be obligated to see to the application control of any part Pledged or Controlled Collateral) or proceeds thereof held by it in the same form as received, with any necessary endorsements and any such endorsement to be without recourse, or as a court of competent jurisdiction may otherwise direct, to be applied by 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 Designated Second Priority Representative to any of Excess Second Priority Obligations in such order as specified in the Secured Parties for actions taken in reliance on information supplied to it as to relevant Second Priority Debt Documents and, if applicable, the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured ObligationsSecond Lien Intercreditor Agreement.

Application of Proceeds. After Any proceeds of Collateral received by the Administrative Agent (whether as a result of any realization on the Collateral, any setoff rights, any distribution in connection with any proceedings or other action of any Loan Party in respect of Debtor Relief Laws or otherwise and whether received in cash or otherwise) (i) not constituting (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied on a pro rata basis among the relevant Lenders under the Class of Loans being prepaid as specified by the Parent) or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (ii) after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, and after the exercise of remedies provided for in pursuant to Section 7.01, any amounts received on account all payments in respect of the Secured Obligations Obligation shall be applied by applied, subject to the provisions of any applicable Intercreditor Agreement, first, to pay any fees, indemnities, expense reimbursements and other amounts then due to the Administrative Agent, in accordance its capacity as such, second, to pay any fees, indemnities or expense reimbursements then due to the Lenders and the Issuing Banks from the Borrowers ratably among the applicable Lenders and Issuing Banks, third, to pay interest (including post-petition interest, whether or not an allowed claim in any claim or proceeding under any Debtor Relief Laws) then due and payable on the Loans and unreimbursed L/C Disbursements ratably among the Lenders and the Issuing Banks, and fourth, to repay principal on the Loans and unreimbursed L/C Disbursements, to Cash Collateralize all outstanding Letters of Credit, any other amounts owing with respect to Secured Cash Management Agreements and Secured Hedge Agreements, and any other Obligations ratably among the following provision and/or applicable Secured Parties; provided that amounts which are applied to Cash Collateralize outstanding Letters of Credit that remain available after expiry of the similar provisions applicable Letter of Credit shall be applied in the Security Documentsmanner set forth herein. Subject Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to 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 Collateral Trustee pursuant to the Collateral Trust Agreement and the appointment of the Administrative Agent as its agent pursuant to the terms of any applicable intercreditor agreement then in effect Article VIII hereof for itself and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, its Affiliates as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as if it were a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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“Lender” party hereto.

Application of Proceeds. After the exercise (a) If there is Collateral with respect to any Series of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this AgreementFirst Lien Debt that is not Common Collateral, the Collateral Agent shall Trustee will apply the proceeds of any collection collection, sale, foreclosure or sale of other realization upon all Collateral, including Common Collateral and the proceeds of any Collateral consisting title insurance policy required under any First Lien Debt Document in the following order of cash, as followsapplication: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket fees, costs and expenses incurred by the Administrative Agent and the Collateral Agent Trustee in connection with such sale, collection or sale realization or otherwise in connection with this Agreement, any other Loan Document Agreement or any of the Secured First Lien Obligations, and to any other Collateral Trustee Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the reasonable fees and expenses of its co-trustees, agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral Agent Trustee hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Documenthereunder; SECOND, to the payment in full of First Lien Representative for the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, Existing Credit Agreement for application to the Loan Parties, their successors or assigns, or as a court payment of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 all outstanding Credit Facility Obligations 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 First Lien Obligations with respect to the Secured Obligations.J. Xxxx Xxxxx Agreement that are then due and payable in such order as may be provided in the First Lien Credit Documents in an amount sufficient to pay in full and discharge all outstanding Credit Facility Obligations and such Obligations under the J. Xxxx Xxxxx Agreement that are then due and payable (including cash collateralization of all outstanding letters of credit constituting Credit Facility Obligations that have not theretofore been cancelled, terminated, fully cash collateralized as provided above, fully supported by a letter of credit satisfactory to the issuer of the letter of credit supported thereby or otherwise supported in a manner satisfactory to the respective issuers thereof);

Application of Proceeds. After Except as otherwise herein expressly provided and except as provided below in this Section 5.9, the exercise proceeds of remedies provided for in Section 7.01any collection, sale or other realization of all or any amounts received on account part of the Secured Obligations Collateral pursuant hereto and any other cash at the time held by the Administrative Agent under Section 4 hereof or this Section 5, shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FIRSTFirst, to the payment of all the costs and expenses of such collection, sale or other realization, including reasonable and documented or invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limitedcounsel, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions reasonable expenses incurred and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 Documenttherewith; SECONDNext, to the payment in full of the Secured Obligations (Obligations, in each case in a manner reasonably determined by the amounts so applied Administrative Agent with the intention of ensuring that the Secured Obligations, after giving effect to other sources of payment utilized or expected to be distributed among the Secured Parties pro rata utilized, are equally and ratably paid in accordance with the respective amounts of thereof due and owing or as the Secured Obligations owed to them on Lenders holding the date of any such distribution); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreementsame (or whose affiliates hold the same) may otherwise agree; and FOURTHFinally, to the Loan Partiespayment to the Company, their or its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole discretion as to the time of application , of any such proceeds, moneys or balances in accordance with this Agreementsurplus then remaining. Upon any sale of Collateral by Notwithstanding the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding)foregoing, the receipt proceeds of any cash or other amounts held in the “Letter of Credit Liabilities Sub-Account” of the Collateral Agent or Account pursuant to Section 4.3 hereof shall be applied first to the Letter of Credit Liabilities outstanding from time to time and second to the other Secured Obligations in the manner provided above in this Section 5.9. Notwithstanding the foregoing, no amounts received from the Company shall be applied to any Excluded Swap Obligations of the officer making the sale Company. As used in this Section 5, “proceeds” of Collateral shall be a sufficient discharge to the purchaser mean cash, securities and other property realized in respect of, and distributions in kind of, Collateral, including any thereof received under any reorganization, liquidation or purchasers adjustment of debt of the Collateral so sold and such purchaser Company or purchasers shall not be obligated to see to the application any issuer 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 obligor on 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 ObligationsCollateral.

Application of Proceeds. After (a) Revolving Nature of ABL Obligations. The CF Collateral Agent, for and on behalf of itself and the exercise CF Secured Parties, expressly acknowledges and agrees that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of remedies provided for business the ABL Collateral Agent and the ABL Secured Parties will apply payments and make advances thereunder, and that no application of any Intercreditor Collateral or the release of any Lien by the ABL Collateral Agent upon any portion of the Intercreditor Collateral in connection with a permitted disposition by the Grantors under the ABL Credit Agreement shall constitute an Exercise of Secured Creditor Remedies under this Agreement; (ii) subject to the limitations set forth in Section 7.01, any amounts received on account 7.03(s) of the Secured Obligations shall be applied CF Credit Agreement (as in effect on the date hereof) or such additional amounts as consented to by the Administrative Agent, Lenders under the CF Credit Agreement (in accordance with the following provision and/or provisions thereof), the similar provisions in amount of the Security Documents. Subject ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of any applicable intercreditor agreement then the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or Refinanced, in effect each event, without notice to or consent by the CF Secured Parties and contemplated without affecting the provisions hereof; and (iii) all Intercreditor Collateral received by this Agreement, the ABL Collateral Agent shall apply the proceeds of any collection may be applied, reversed, reapplied, credited, or sale of Collateralreborrowed, including any Collateral consisting of cash, as follows: FIRSTin whole or in part, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, ABL Obligations at any other Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directtime. The Collateral Agent shall have sole 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 Lien Priority shall not be obligated to see to altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or Refinancing of either the application of ABL Obligations or any part of the purchase money paid over to the Collateral Agent CF Obligations, or such officer or be answerable in any way for the misapplication portion 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.

Application of Proceeds. After (a) Revolving Nature of ABL Obligations. The CF Collateral Agent, for and on behalf of itself and the exercise CF Secured Parties, expressly acknowledges and agrees that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of remedies provided for business the ABL Collateral Agent and the ABL Secured Parties will apply payments and make advances thereunder, and that no application of any Intercreditor Collateral or the release of any Lien by the ABL Collateral Agent upon any portion of the Intercreditor Collateral in connection with a permitted disposition by the Grantors under the ABL Credit Agreement shall constitute an Exercise of Secured Creditor Remedies under this Agreement; (ii) subject to the limitations set forth in Section 7.01, any amounts received on account 7.03(t) of the Secured Obligations shall be applied CF Credit Agreement (as in effect on the date hereof) or such additional amounts as consented to by the Administrative Agent, Lenders under the CF Credit Agreement (in accordance with the following provision and/or provisions thereof), the similar provisions in amount of the Security Documents. Subject ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of any applicable intercreditor agreement then the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or Refinanced, in effect each event, without notice to or consent by the CF Secured Parties and contemplated without affecting the provisions hereof; and (iii) all Intercreditor Collateral received by this Agreement, the ABL Collateral Agent shall apply the proceeds of any collection may be applied, reversed, reapplied, credited, or sale of Collateralreborrowed, including any Collateral consisting of cash, as follows: FIRSTin whole or in part, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, ABL Obligations at any other Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directtime. The Collateral Agent shall have sole 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 Lien Priority shall not be obligated to see to altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or Refinancing of either the application of ABL Obligations or any part of the purchase money paid over to the Collateral Agent CF Obligations, or such officer or be answerable in any way for the misapplication portion 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.

Application of Proceeds. After The proceeds of any sale of, and the exercise of remedies provided for in Section 7.01Rents and other amounts generated by the holding, any amounts received on account of leasing, management, operation or other use of, the Secured Obligations Mortgaged Property, shall be applied by Mortgagee (or the Administrative Agentreceiver, if one is appointed) in accordance with the following provision and/or order unless otherwise required by applicable law or by the similar provisions in Credit Agreement: first, to that portion (if any) of the Security Documents. Subject 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 one or more of the following to the terms extent Mortgagee deems appropriate: (i) reasonable 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 applicable intercreditor agreement then 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 Mortgage except those to which the Mortgaged Property has been or will be sold subject to and without in effect any way implying Mortgagee's prior consent to the creation thereof) as to 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 contemplated by this Agreement, not extinguish or reduce) the Collateral Agent shall apply Loan Parties' personal liability under the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, Loan Documents until all the Indebtedness as follows: FIRSTto which the Loan Parties are not personally liable has been paid in full; second, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by that portion of the Administrative Agent and Indebtedness as to which the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document Parties (or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (xthem) legal fees and expensesare fully liable; third, to the reasonable, documented extent permitted by law and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all funds are available therefor out of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans sale proceeds or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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; SECONDRents, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any indebtedness or obligation secured by a subordinate Mortgage on or security interest covering the Mortgaged Property if Mortgagee has actual knowledge of such distributionsubordinate Mortgage or security interest (but without in any way implying Mortgagee's prior consent to the creation thereof); THIRDand fourth, to any agent of any junior secured debtthe balance, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTHif any, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 payment 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 Obligationspersons legally entitled thereto, which may include Mortgagor.

Application of Proceeds. After an Event of Default, the exercise of remedies provided for in Section 7.01net cash proceeds resulting from the collection, any amounts received on account liquidation, sale, lease or other disposition of the Secured Obligations Collateral shall be applied first to the expenses (including all reasonable attorneys' fees) of retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and the like, and then to the satisfaction of all Indebtedness. The Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by the Administrative AgentLender from or on behalf of the Borrower, and the Borrower does hereby irrevocably agree that the Lender shall have the continuing exclusive right to apply and to reapply any and all such payments and collections received at any time or times hereafter by the Lender or its agent against the Indebtedness which is due and payable at the time of such application, in accordance with such manner as the following provision and/or Lender, in its sole discretion, may determine, notwithstanding any entry by the similar provisions in the Security DocumentsLender upon any of its books and records. Subject The Borrower shall be liable to the terms of Lender and shall pay to the Lender on demand any applicable intercreditor agreement then in effect and contemplated by this Agreementdeficiency which may remain after such sale, the Collateral Agent shall apply the proceeds of any disposition, collection or sale liquidation of the Collateral, including any Collateral consisting of cash, as follows: FIRST, . The Lender shall remit to the payment of Borrower or the Person entitled thereto any surplus remaining after all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent Indebtedness have been paid in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or full. If any of the Secured ObligationsCollateral shall require repairs, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limitedmaintenance, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans preparation or the Amendment No. 1 Refinancing Term Loanslike, to occur on or prior to is in process or otherwise in connection with other unfinished state, the Effective Date) and to Lender shall have the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultantright, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 perform such repairs, maintenance, preparation, processing or completion of manufacturing for the purpose of putting the same in such saleable form as the Lender shall deem appropriate, but the Lender shall have the right to sell or dispose of the Collateral without such processing. The Borrower will, at the Lender's request, assemble all the Collateral and make it available to the application of any part Lender at places which the Lender may select, whether at premises of the purchase money paid over Borrower or elsewhere, and will make available to the Collateral Agent or such officer or be answerable in any way Lender all premises and facilities of the Borrower for the misapplication thereof. The Collateral Agent shall have no liability to any purpose of the Secured Parties for actions taken Lender's taking possession of the Collateral or of removing or putting the Collateral 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 Obligationssaleable form.

Application of Proceeds. After The Lender will within three (3) Business Days after receipt of cash or solvent credits from collection of items of payment, proceeds of Collateral or any other source, apply the exercise whole or any part thereof against the Obligations secured hereby. The Lender shall further have the exclusive right to determine how, when and what application of remedies such payments and such credits shall be made on the Obligations, and such determination shall be conclusive upon the Borrower. Any proceeds of any disposition by the Lender of all or any part of the Collateral may be first applied by the Lender to the payment of expenses incurred by the Lender in connection with the Collateral, including attorneys’ fees and legal expenses as provided for in Section 7.0113 hereof. Notwithstanding anything to the contrary set forth above, in no event shall any amounts received on account proceeds of the Secured Obligations any Collateral owned, or any guaranty provided, by any Borrower under any Loan Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such Borrower, but appropriate adjustments shall be applied by made with respect to payments from other Borrowers to preserve the Administrative Agentallocation to Obligations otherwise set forth above in this Section; provided, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject further, that Lender may elect to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection such Collateral or sale of Collateral, including guaranty to repay or cash collateralize 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 and the Collateral Agent Obligations in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection accordance with the Transactions and priority set forth above (other matters, including than Excluded Swap Obligation with respect to such Borrower) before applying the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses proceeds of any other advisor Collateral or consultantguaranty provided under any Loan Document, to if in the reasonablereasonable determination of Lender, documented and invoiced fees, charges and disbursements such order of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), application will maximize the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directObligations. The Collateral Agent Lender shall have sole absolute discretion as to the time of application of any such proceeds, moneys 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.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01The Collateral Agent shall, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Intercreditor Agreement, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection or sale of CollateralPledged Collateral realized through the exercise by the Collateral Agent of its remedies hereunder, including as well as any Pledged Collateral consisting of cashcash at any time when remedies are being exercised hereunder, as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document Document, any Other First Lien Agreement or any of the Secured Guaranteed Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral 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 all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Loan Document or any Other First Lien Agreement in its capacity as such; SECOND, to the payment in full of the Secured Guaranteed Obligations secured by such Pledged Collateral (the amounts so applied to be distributed among the Series of Secured Parties Obligations pro rata in accordance with based on the respective amounts of the 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 any agent of any junior secured debtHoldings, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, 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 sole 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 5.02, 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 5.02 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 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. 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.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this each Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection collection, sale, foreclosure or sale of other realization upon any Collateral, including as well as any Collateral consisting of cash, resulting from the exercise of remedies following an Event of Default as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Collateral Agent Trustee in connection with such collection collection, sale, foreclosure or sale 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 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 (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Collateral Agent or the Collateral 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 under any other Indenture Document; and SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata Trustee for distribution in accordance with the amounts priorities set forth in Section 6.10 of the Secured Obligations owed to them on Indenture. Except as otherwise provided herein, the date of any such distribution); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor 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 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.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. (a) Subject to the terms of any the Intercreditor Agreements, upon the exercise and enforcement of the Collateral Agent’s interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable intercreditor agreement then in effect and contemplated by this Agreementlaw, the Collateral Agent shall will apply the proceeds of any collection collection, sale by the Collateral Agent, foreclosure or sale other realization by the Collateral Agent upon, or exercise of Collateralany right or remedy with respect to, including any Collateral consisting and the proceeds thereof, and the proceeds of cash, as followsany title insurance or other insurance policy required under any Parity Lien Document or otherwise covering the Collateral in the following order of application: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Agent’s fees and any reasonable and documented or invoiced out-of-pocket legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Collateral Agent and or any co-trustee or agent of the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreementany Security Document (including, any other Loan Document or any of but not limited to, indemnification obligations that are then due and payable) (collectively, the Secured “Collateral Agent Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses”); SECOND, to the reasonablerepayment of obligations, documented and invoiced feesother than the Parity Lien Obligations, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur secured by a Permitted Prior Lien on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent sold or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely realized upon to the extent that such consultant other Lien has priority over the Parity Liens (as determined by a court of competent jurisdiction or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under in any other Loan Document on behalf of any Grantor and any other costs judicial or expenses incurred similar proceeding) but only if such obligation is discharged (in whole or in part) in connection with the exercise such sale (as determined by a court of any right competent jurisdiction or remedy hereunder or under in any other Loan Document; SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distributionjudicial or similar proceeding); THIRD, to the respective Authorized Representatives, on a pro rata basis for each Series of Parity Lien Debt, for application to the payment of all such outstanding Parity Lien Debt and any agent such other Parity Lien Obligations that are then due and payable and so secured (for application in such order as may be provided in the Parity Lien Documents applicable to the respective Parity Lien Obligations) in an amount sufficient to pay in full in cash all outstanding Parity Lien Debt and all other Parity Lien Obligations that are then due and payable (including all interest and fees accrued thereon after the commencement of any junior secured debtInsolvency or Liquidation Proceeding at the rate, in accordance with including any applicable intercreditor agreement then post-default rate, specified in effect the Parity Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and contemplated by this Agreementincluding the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Document) of all outstanding letters of credit constituting Parity Lien Debt); and FOURTH, any surplus remaining after the payment in full in cash of amounts described in the preceding clauses will be paid to the Loan PartiesIssuer or the applicable Grantor, their as the case may be, its successors or assigns, or to such other Persons as may be entitled to such amounts under applicable law or as a court of competent jurisdiction may otherwise direct. The Notwithstanding the foregoing, if any Series of Parity Lien Debt has released its Lien on any Collateral Agent shall have sole discretion as to the time described below in Section 4.4, then such Series of application Parity Lien Debt and any related Parity Lien Obligations 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 that Series thereafter shall not be obligated entitled to see to share in the application proceeds 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 Obligationsso released by that Series.

Application of Proceeds. After Except as otherwise herein expressly provided and except as provided below in this Section 5.9, the exercise proceeds of remedies provided for in Section 7.01any collection, sale or other realization of all or any amounts received on account part of the Secured Obligations Collateral pursuant hereto and any other cash at the time held by the Administrative Agent under Section 4 hereof or this Section 5, shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FIRSTFirst, to the payment of all the costs and expenses of such collection, sale or other realization, including reasonable and documented or invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limitedcounsel, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions reasonable expenses incurred and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 Documenttherewith; SECONDNext, to the payment in full of the Secured Obligations (Obligations, in each case in a manner reasonably determined by the amounts so applied Administrative Agent with the intention of ensuring that the Secured Obligations, after giving effect to other sources of payment utilized or expected to be distributed among the Secured Parties pro rata utilized, are equally and ratably paid in accordance with the respective amounts of thereof due and owing or as the Secured Obligations owed to them on Lenders holding the date of any such distribution); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreementsame (or whose affiliates hold the same) may otherwise agree; and FOURTHFinally, to the Loan Partiespayment to the Parent, their or its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole discretion as to the time of application , of any such proceeds, moneys or balances in accordance with this Agreementsurplus then remaining. Upon any sale of Collateral by Notwithstanding the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding)foregoing, the receipt proceeds of any cash or other amounts held in the “Letter of Credit Liabilities Sub-Account” of the Collateral Agent or Account pursuant to Section 4.3 hereof shall be applied first to the Letter of Credit Liabilities outstanding from time to time and second to the other Secured Obligations in the manner provided above in this Section 5.9. Notwithstanding the foregoing, no amounts received from the Parent shall be applied to any Excluded Swap Obligations of the officer making the sale Parent. As used in this Section 5, “proceeds” of Collateral shall be a sufficient discharge to the purchaser mean cash, securities and other property realized in respect of, and distributions in kind of, Collateral, including any thereof received under any reorganization, liquidation or purchasers adjustment of debt of the Collateral so sold and such purchaser Parent or purchasers shall not be obligated to see to the application any issuer 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 obligor on 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 ObligationsCollateral.

Application of Proceeds. After (a) Revolving Nature of ABL Obligations. Each Subordinated Lien Collateral Agent, for and on behalf of itself and the exercise applicable Subordinated Lien Secured Parties, expressly acknowledges and agrees that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of remedies provided for business the ABL Collateral Agent and the ABL Secured Parties will apply payments and make advances thereunder, and that no application of any Receivables Collateral or the release of any Lien by the ABL Collateral Agent upon any portion of the Receivables Collateral in connection with a permitted disposition by the Grantors under the ABL Credit Agreement shall constitute an Exercise of Secured Creditor Remedies under this Agreement; (ii) subject to the limitations set forth in Section 7.01, any amounts received on account 10.1(a) of the Secured Obligations shall be applied CF Credit Agreement (as in effect on the date hereof) or such additional amounts as consented to by the Administrative Agent, Lenders under the CF Credit Agreement (in accordance with the following provision and/or provisions thereof), the similar provisions in amount of the Security Documents. Subject ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of any applicable intercreditor agreement then the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or Refinanced, in effect each event, without notice to or consent by the Subordinated Lien Secured Parties and contemplated without affecting the provisions hereof; and (iii) all Receivables Collateral received by this Agreement, the ABL Collateral Agent shall apply the proceeds of any collection may be applied, reversed, reapplied, credited, or sale of Collateralreborrowed, including any Collateral consisting of cash, as follows: FIRSTin whole or in part, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, ABL Obligations at any other Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directtime. The Collateral Agent shall have sole 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 Lien Priority shall not be obligated to see to altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or Refinancing of either the application of ABL Obligations or any part of the purchase money paid over to the Collateral Agent Subordinated Lien Obligations, or such officer or be answerable in any way for the misapplication portion 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.

Application of Proceeds. After Insurance proceeds to be used for repair or restoration work (“Restoration Work”), which proceeds are equal to or greater than $5,000,000 on a per occurrence or claim basis, initially shall be paid to Beneficiary, and Beneficiary may at Beneficiary’s option, either endorse such proceeds to Grantor or elect to control the exercise disbursement of remedies provided same by paying such proceeds to Grantor from time to time as the Restoration Work progresses, subject to the following conditions: (a) each request for in Section 7.01payment by Grantor shall be made on at least ten (10) days prior notice to Beneficiary and shall be accompanied by a certificate by an officer of Grantor, any amounts received on account stating that: (i) all of the Secured Obligations shall be applied by the Administrative Agent, Restoration Work done to date has been completed in accordance substantial compliance with the following provision and/or plans and specifications, if any, therefor; and (ii) the similar provisions in the Security Documents. Subject sum requested is justly required to the terms of any applicable intercreditor agreement then in effect and contemplated reimburse Grantor for payments by this AgreementGrantor to, or is justly due to, the Collateral Agent shall apply contractor, subcontractors, materialmen, laborers, engineers, architects or other Persons rendering services or materials for the proceeds Restoration Work; (b) an Event of any collection Default has not occurred and is not continuing since the hazard, casualty or sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, contingency giving rise to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel insurance proceeds occurred; (limited, c) in the case of the request for the final disbursement, such request is accompanied by a copy of any certificates of occupancy or other certificate if required by any Law to render occupancy of the damaged portion of the Mortgaged Property lawful; and (xd) legal fees and expensesif, in Beneficiary’s reasonable judgment, the amount of such insurance proceeds will not be sufficient to complete the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel Restoration Work (which shall determination may be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or made prior to or otherwise from time to time during the performance of the Restoration Work), Grantor shall maintain adequate reserves in connection conformity with GAAP equal to an amount of money which when added to such insurance proceeds will be sufficient, in Beneficiary’s reasonable judgment, to complete the Effective Date) and to the extent reasonably determined by the Administrative Agent Restoration Work. Insurance proceeds to be necessaryused for Restoration Work, one local counsel in each relevant material jurisdiction andwhich proceeds are less than $5,000,000 on a per occurrence or claim basis, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, initially shall be paid to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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, shall be used by Grantor to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata perform such Restoration Work in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 its certificate delivered pursuant to a power of sale granted by statute Section 4.7. In the event Grantor elects to restore, repair, replace or under a judicial proceeding), rebuild the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge Mortgaged Property and subsequently fails 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 comply in any way for the misapplication thereof. The Collateral Agent shall have no liability to material respect with any of the Secured Parties for actions taken in reliance on information supplied conditions set forth herein to it as disbursement of insurance proceeds, any proceeds remaining to be disbursed, whether held by Grantor, Beneficiary or an insurance company, shall be paid to Beneficiary and, at its option, applied to the amounts outstanding balance of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations.

Application of Proceeds. After (a) Revolving Nature of ABL Obligations. The [Cash Flow] Agent, for and on behalf of itself and the exercise [Cash Flow] Secured Parties, and any Additional Agent, for and on behalf of remedies provided for itself and any Additional Secured Parties represented thereby, expressly acknowledge and agree that (i) the Original ABL Credit Agreement includes a revolving commitment and, if any other any ABL Credit Agreement includes a revolving commitment, in Section 7.01the ordinary course of business the ABL Agent and the ABL Secured Parties will apply payments and make advances thereunder, and no application of any amounts received on account Payment Collateral or Cash Collateral or the release of any Lien by the ABL Agent upon any portion of the Collateral in connection with a permitted disposition under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations shall that may be applied by the Administrative Agentoutstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then the ABL Obligations may be modified, extended or amended from time to time, and the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in effect and contemplated by this Agreementeach event, the Collateral Agent shall apply the proceeds of any collection without notice to or 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 consent by the Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the [Cash Flow] Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel Parties (limited, in the case of (xthe [Cash Flow] Agent) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, applicable Additional Secured Parties (in the case of an actual such Additional Agent) and without affecting the provisions hereof; and (iii) all Payment Collateral or perceived conflict Cash Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Secured Party) commences the Exercise of interest where Secured Creditor Remedies (other than, prior to the Collateral acceleration of any of the [Cash Flow] Obligations or any Additional Obligations, the exercise of its rights in accordance with subsection 4.16 of the Original ABL Credit Agreement or any similar provision of any other ABL Credit Agreement), all amounts received by the ABL Agent or any Lender affected by such conflict notifies the Borrower of the existence ABL Secured Party as a result of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses Exercise of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to Secured Creditor Remedies shall be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred applied as specified in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directSection 4.1. The Collateral Agent shall have sole 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 Lien Priority shall not be obligated to see to the application of altered or otherwise affected by any part such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of the purchase money paid over to ABL Obligations, the Collateral Agent [Cash Flow] Obligations, or such officer any Additional Obligations, or be answerable in any way for the misapplication portion 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.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect the Intercreditor Agreements, if an Event of Default shall have occurred and contemplated by this Agreementis continuing, the Junior-Priority Collateral Agent shall apply the proceeds of any collection collection, sale, foreclosure or sale of other realization upon any 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 each Authorized Representative and the Junior-Priority Collateral Agent or any other Representative in respect of any Pari Passu Debt Obligations in connection with such collection collection, sale, foreclosure or sale realization or otherwise in connection with this Agreement, any other Loan Document Notes Collateral Documents, the Indentures, any Pari Passu Agreement or any of the Secured Junior-Priority Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by any Authorized Representative, the Administrative Junior-Priority Collateral Agent or the Collateral Agent hereunder or under any other Loan Document Representative in respect of any Pari Passu Debt Obligations (in their respective capacities as such) 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 DocumentNotes Collateral Documents or any Pari Passu Agreement, as applicable; SECOND, to the payment in full of the Secured all other Junior-Priority Obligations (the amounts so applied to be distributed among the Secured Parties to be distributed pro rata in accordance with the amounts of the Secured Junior-Priority Obligations owed to them on the date of any such distribution); and THIRD, to any agent of any junior secured debtthe Grantors, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Partiesas applicable, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Subject to the terms of the Intercreditor Agreements, if no Senior-Priority Obligations are outstanding the Junior-Priority Collateral Agent shall have sole 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 Junior-Priority Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Junior-Priority 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 Junior-Priority 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.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. (a) Subject to the terms of any the Intercreditor Agreements, upon the exercise and enforcement of the Collateral Trustee’s interests, rights, powers and remedies in respect of the Collateral or under the Security Documents or applicable intercreditor agreement then in effect and contemplated by this Agreementlaw, the Collateral Agent shall Trustee will apply the proceeds of any collection collection, sale, foreclosure or sale other realization by the Collateral Trustee or any other Secured Party upon, or exercise of Collateralany right or remedy with respect to, including any Collateral consisting and the proceeds thereof, and the proceeds of cash, as followsany insurance policy required under any Parity Lien Document or otherwise covering the Collateral and any Collateral or proceeds thereof received pursuant to any Intercreditor Agreement in the following order of application: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable and documented or invoiced out-of-pocket legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent and Collateral Trustee or any co-trustee or agent of the Collateral Agent Trustee in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Security Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultantincluding, but solely to the extent not limited to, indemnification obligations that such consultant or advisor has been retained with the Borrower’s consent are then due and payable) (such consent not to be unreasonably withheld or delayed))collectively, the repayment of all advances made by the Administrative Agent or the “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 DocumentTrustee Obligations”); SECOND, to the respective Authorized Representatives, on a pro rata basis for each Series of Parity Lien Debt that are secured by such Collateral, for application to the payment of all such outstanding Parity Lien Debt and any such other Parity Lien Obligations that are then due and payable and so secured (for application in such order as may be provided in the Parity Lien Documents applicable to the respective Parity Lien Obligations) in an amount sufficient to pay in full in cash all outstanding Parity Lien Debt and all other Parity Lien Obligations that are then due and payable and so secured (including all interest and fees accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Parity Lien Documents, even if such interest and fees are not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the Secured Obligations aggregate undrawn amount and (2) the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts percentage of the Secured Obligations owed to them on aggregate undrawn amount required for release of Liens under the date terms of any such distributionthe applicable Parity Lien Document) of all outstanding letters of credit constituting Parity Lien Debt); THIRD, to any agent surplus remaining after the payment in full in cash of any junior secured debt, amounts described in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, the preceding clauses will be paid to the Loan PartiesIssuer, their Co-Issuer or the applicable Grantor, as the case may be, its successors or assigns, or to such other Persons as may be entitled to such amounts under applicable law or as a court of competent jurisdiction may otherwise direct. The Notwithstanding the foregoing, if any Series of Parity Lien Debt has released its Lien on any Collateral Agent shall have sole discretion as to the time described below in Section 4.4, then such Series of application Parity Lien Debt and any related Parity Lien Obligations 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 that Series thereafter shall not be obligated entitled to see to share in the application proceeds 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 Obligationsso released by that Series.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the The Collateral Agent shall apply the proceeds of any collection collection, sale, foreclosure or sale of other realization upon any Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all actual, reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Collateral Agent Trustee in connection with such collection collection, sale, foreclosure or sale 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 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 (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Collateral Agent or the Collateral 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 the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata Trustee for distribution in accordance with the amounts priorities set forth in Section 6.10 of the Secured Obligations owed to them on Indenture. Except as otherwise provided herein, the date of any such distribution); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.

Application of Proceeds. After In the exercise event the Administrative Agent or Borrower or any Subsidiary of remedies provided for in Section 7.01Borrower receives proceeds of insurance under property damage, any amounts received on account boiler and machinery policies, business interruption insurance policies, or with respect to a condemnation claim or award and such proceeds do not constitute Replacement Proceeds or an Event of Default or Potential Event of Default shall have occurred and be continuing, the Secured Obligations Borrower shall, or shall be applied by cause its Subsidiary to pay such proceeds to the Administrative Agent, and the Administrative Agent shall, upon receipt of such proceeds, apply all of the proceeds so received in accordance with repayment of the following provision and/or the similar provisions Obligations in the Security Documentsmanner set forth in subsection 2.4B(iii). Subject Notwithstanding the foregoing, in the event proceeds of insurance received by the Borrower, any Subsidiary of the Borrower, or the Administrative Agent under property damage, boiler and machinery policies or business interruption insurance policies constitute Replacement Proceeds, and no Potential Event of Default or Event of Default has occurred and is continuing, the Borrower or such Subsidiary may retain such proceeds and if the Administrative Agent receives such proceeds, the Administrative Agent shall, upon receipt of such proceeds, remit the amount so received to the applicable Loan Party; provided, however, if (x) the Administrative Agent receives notice from Borrower that it or its Subsidiary, as applicable, does not intend to restore, rebuild or replace the property subject to such insurance payment or condemnation award, (y) the applicable Loan Party or Subsidiary fails to replace or commence the restoration or rebuilding of such property within 180 days after the Administrative Agent’s receipt of the proceeds of such insurance payment or condemnation award, or (z) upon completion of the restoration, rebuilding or replacement of such Property, there are unused proceeds from such insurance payment or condemnation award, then (A) upon the occurrence of either of the events described in clauses (x) or (y) above, all such proceeds, and (B) upon the occurrence of the event described in clauses (z) above, such excess, shall constitute Net Asset Sale Proceeds received by a Loan Party or Subsidiary thereof and shall be applied to the Obligations pursuant to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or 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 and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayedsubsection 2.4B(iii)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied (a) Unless otherwise required by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreementlaw, the Collateral Agent shall shall, subject to the provisions of the Lender Lien Subordination and Intercreditor Agreement, apply the proceeds of any the collection or sale of any 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 and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, Agreement or any other Loan Document Credit Document, or otherwise in connection with any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral 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 DocumentCredit Document at the direction or for the benefit of holders of the Obligations; SECOND, to the payment of all such Obligations as shall be owed to the Administrative Agent and all such Obligations for fees, indemnification or the reimbursement of expenses as shall be owed to any Issuing Bank; THIRD, to the payment in full of the Secured other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata secured by such Collateral, ratably in accordance with the amounts of the Secured such Obligations owed to them on the date of any such distribution)application; THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties“Collateral Agent” under and as defined in the Third Lien Collateral Agreement and the other Junior Collateral Agents (as such term is defined in the Lien Subordination and Intercreditor Agreement) for application as provided in the Third Lien Collateral Agreement and in the Lien Subordination and Intercreditor Agreement; and FIFTH, if the Third Lien Collateral Agreement shall no longer be in effect and there shall be no outstanding “Junior Obligations”, as defined in the Lien Subordination and Intercreditor Agreement, or if the Collateral Agent shall be advised by the “Collateral Agent” under and as defined in the Third Lien Collateral Agreement and by each other Junior Collateral Agent (as such term is defined in the Lien Subordination and Intercreditor Agreement) that there are no persons entitled under the Third Lien Collateral Agreement or the other documents governing “Junior Obligations”, as defined in the Lien Subordination and Intercreditor Agreement, to receive such proceeds or cash, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 For purposes of clause THIRD above, the Lien of any Mortgage, insofar as it secures the Swiss Franc Obligations, will, to the maximum extent permitted under the Swiss Franc Bond Agreement, be deemed to be of lower priority than the Lien of such Mortgage insofar as it secures the Obligations. Notwithstanding the provisions of clause THIRD above, any Article 9 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. It is understood that the Deposits held by the Administrative Agent shall have no liability to any under Section 2.01 of the Secured Parties for actions taken in reliance on information supplied First Lien Agreement do not constitute assets of the Borrower or Collateral, and that nothing herein shall prevent or delay payments required to it as be made from the Deposit Account to the amounts of unpaid principal and interest and other amounts outstanding with respect to “Issuing Banks” as provided in the Secured ObligationsFirst Lien Agreement.

Application of Proceeds. After In the exercise event the Collateral Agent sells or otherwise disposes of the Collateral, or any part thereof in the course of exercising the remedies provided for in Section 7.01this Agreement, any amounts held, realized or received on account by the Collateral Agent pursuant to the provisions hereof, including the proceeds of the Secured Obligations sale of any of the Collateral or any part thereof, shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FIRSTfirst, to toward the payment of all reasonable and documented or invoiced out-of-pocket any costs and expenses incurred by the Administrative Collateral Agent in enforcing this Agreement, in realizing on or protecting or preserving any Collateral and in enforcing or collecting any Obligations or any guaranty thereof, including, without limitation, the actual attorneys’ fees and expenses incurred by the Collateral Agent, all of which costs and expenses the Grantors agree to pay, and then to such other Obligations in such order as the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment Nomay elect. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor Any amounts 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 Collateral remaining after such application and after indefeasible payment in full of all of the Secured Obligations (including any reasonable amount determined by the amounts so applied Collateral Agent as appropriate to be distributed among held by the Secured Parties pro rata in accordance with Collateral Agent to secure any indemnities or other contingent obligations), shall be paid or delivered to the amounts Company, the other Grantors, the successor or permitted assigns of the Secured Obligations owed to them on the date of any such distribution); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assignsGrantors, or as a court of competent jurisdiction may otherwise direct. The For the purpose of enabling the Collateral Agent shall have sole discretion as to exercise rights and remedies under this Section 20 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral) after the time occurrence and during the continuance of application an Event of Default, each Grantor hereby grants to Collateral Agent, for the benefit of the Secured Parties, (i) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Grantor), including in such license the right to sublicense, use and practice any Intellectual Property now owned or used by or hereafter acquired by such proceedsGrantor and access to all media in which any of the licensed items may be recorded or stored and to all software and programs used for the compilation or printout thereof and (ii) an irrevocable license (without payment of rent or other compensation to such Grantor) to use, moneys operate and occupy all real property owned, operated, leased, subleased or balances in accordance with this Agreementotherwise occupied by such Grantor. Upon any sale of Collateral Any license, sublicense or other transaction entered into by the Collateral Agent (including pursuant to a power in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of sale granted by statute or under a judicial proceeding), the receipt an Event of Default. Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any Security Collateral by reason of certain prohibitions contained in the Securities Act and applicable state or foreign securities laws or otherwise or may determine that a public sale is impracticable, not desirable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the officer making the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a sufficient discharge commercially reasonable manner. Collateral Agent shall be under no obligation to delay a sale of any Security Collateral for the purchaser period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act or purchasers under applicable state securities laws even if such issuer would agree to do so. Each Grantor agrees to use its reasonable best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of any portion of the Security Collateral so sold pursuant to this Section 20 valid and such purchaser or purchasers shall not be obligated to see to the application binding and in compliance with all applicable Requirements of Law. Each Grantor further agrees that a breach of any part of the purchase money paid over covenant contained herein will cause irreparable injury to the Collateral Agent or such officer or be answerable in any way for and the misapplication thereof. The other Secured Parties, that the Collateral Agent shall and the other Secured Parties have no liability adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained herein shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defense against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Securities Purchase Agreement. Each Grantor waives any and all rights of contribution or subrogation upon the sale or disposition of all or any portion of the Secured Parties for actions taken Collateral by Collateral Agent until termination of this Agreement in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding accordance with respect to the Secured ObligationsSection 25(b) hereof.

Application of Proceeds. After (a) So long as the Discharge of First Lien Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, all Collateral or proceeds thereof received or collected in connection with the sale or other disposition of, or collection on, all such Collateral (whether made or affected by a Grantor, a Creditor or any other Person) (i) pursuant to the enforcement of any Collateral Document or the exercise of remedies provided any remedial provision thereunder or under or pursuant to any applicable law, and all proceeds of Collateral that are recovered pursuant to an avoidance action or (ii) that otherwise are to be paid over to or for in Section 7.01, any amounts received on the account of the Secured First Lien Collateral Agent or any other First Lien Claimholder or the Second Lien Collateral Agent or any other Second Lien Claimholder in accordance with or pursuant to any of the First Lien Credit Documents or any of the Second Lien Credit Documents, together with all other proceeds received by the First Lien Collateral Agent or the Second Lien Collateral Agent hereunder (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 remedial provision or as a result of any distribution of or in respect of any Collateral (whether or not expressly characterized as such, including amounts representing proceeds turned over to any such Granter or the estate of any such Grantor by First Lien Collateral Agent or any other First Lien Claimholder or the Second Lien Collateral Agent or any other Second Lien Claimholder as a result of any avoidance action) upon or in any Insolvency or Liquidation Proceeding with respect to any Grantor, or the application of any Collateral (or proceeds thereof) to the payment of any of the First Lien Obligations or Second Lien Obligations or any distribution of Collateral (or proceeds thereof) upon the liquidation or dissolution of any Grantor, or the winding up of the assets or business of any Grantor, shall be applied by first, to payment of the Administrative Agent, First Lien Obligations and the provision of cash collateral in respect of issued and outstanding Letters of Credit in accordance with the following provision and/or the similar provisions First Lien Loan Documents and in the Security Documents. Subject to the terms respect of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or 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 and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata Hedge Agreements in accordance with the amounts First Lien Loan Documents, and second, to payment of the Secured Second Lien Obligations owed to them on the date of any such distribution); THIRDthen due and payable, and third, to any agent payment of any junior secured debtExcluded First Lien Obligations and, with respect to Excluded First Lien Obligations consisting of issued and outstanding Letters of Credit and Hedge Agreements, the provision of cash collateral in respect of such Letters of Credit and such Hedge Agreements in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the First Lien Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 ObligationsDocuments.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this the Credit Agreement, the Term Collateral Agent shall apply the proceeds of any collection or 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 Term Administrative Agent and or the Term Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one a single primary counsel (which shall be Milbank LLP for any to the Term Administrative Agent and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) Collateral Agent and to the extent reasonably determined by the Term Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Term Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Term Administrative Agent or the Term 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any other junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreementagreement; and FOURTH, to the Loan PartiesGrantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Term Collateral Agent shall have sole 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 Term Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Term 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 Term Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The Term 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.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. (a) Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this the Intercreditor Agreement, the Collateral Agent shall Trustee will apply the proceeds of any collection collection, sale, foreclosure or sale other realization upon, or exercise of any right or remedy with respect to, any Collateral, including any Collateral consisting distribution received in connection with an Insolvency or Liquidation Proceeding concerning the Company, any Guarantor and/or any Grantor (including, without limitation, any distribution of cashdebt or equity securities in full or partial satisfaction or waiver of any claims of any holder of Parity Lien Obligations against any Grantor in any Insolvency or Liquidation Proceeding) and the proceeds of any title insurance or other insurance policy required under any Parity Lien Document or otherwise covering the Collateral, as followsand any condemnation proceeds with respect to the Collateral, in the following order of application: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable and documented or invoiced out-of-pocket legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent and Collateral Trustee or any co-trustee or agent of the Collateral Agent Trustee in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Parity Lien Security Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultantincluding, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayedlimited to, indemnification obligations)), the repayment of all advances made by the Administrative Agent or the 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 respective Parity Lien Representatives equally and ratably for application to the payment of all outstanding Parity Lien Debt and any other Parity Lien Obligations that are then due and payable in such order as may be provided in the Parity Lien Documents in an amount sufficient to pay in full of in cash all outstanding Parity Lien Debt and all other Parity Lien Obligations that are then due and payable (including, to the Secured Obligations (extent legally permitted, all interest accrued thereon after the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Parity Lien Documents, even if such distributioninterest is not enforceable, allowable or allowed as a claim in such proceeding); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated as otherwise required by this the Intercreditor Agreement; and FOURTH, any surplus remaining after the payment in full in cash of the amounts described in the preceding clauses will be paid to the Loan PartiesCompany or the applicable Grantor or Guarantor, their as the case may be, its successors or assigns, and as directed in writing by the Company, or as a court of competent jurisdiction may otherwise direct. The Notwithstanding the foregoing, if any Series of Parity Lien Debt has released its Lien on any Collateral Agent as described below in Section 4.4, then such Series of Parity Lien Debt and any related Parity Lien Obligations of that Series of Parity Lien Debt thereafter shall have sole discretion as not be entitled to share in the time of application proceeds of any such proceedsCollateral so released by that Series of Parity Lien Debt. For the avoidance of doubt, moneys or balances the Collateral Trustee shall only apply proceeds in accordance with this Agreement. Upon any sale of Collateral Section 3.4 to the extent that such proceeds are actually so received 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 ObligationsTrustee.

Application of Proceeds. (a) After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, Agent in accordance with Section 47.023 of the following provision Collateral Agreement(b) and/or the similar provisions in the other Security Documents. Subject Notwithstanding the foregoing, Excluded Swap Obligations with respect to any Subsidiary Loan Party shall not be paid with amounts received from such Subsidiary Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth in Section 47.023 of the Collateral Agreement(b) and/or the similar provisions in the other Security Documents. (b) Notwithstanding anything to the terms contrary in this Agreement or any other Loan Document, any amounts received on account of any applicable intercreditor agreement then in effect and contemplated the Secured Obligations shall be applied by this Agreement, the Collateral Administrative Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FIRSTfirst, to the payment of all Secured Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest) payable to each Agent and its Affiliates under Section 9.03, including without limitation, all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral each Agent in connection with such collection collection, foreclosure, realization or sale or otherwise in connection with this the Collateral 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, limited to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local outside counsel in each relevant material jurisdiction (and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselinterest, one additional conflicts counsel and (yin each relevant jurisdiction)) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral each 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 any unfunded advance/participation (the amounts so applied to be distributed between or among, as applicable, the Administrative Agent, the Swing Line Lender and the Issuing Banks on a pro rata basis in accordance with the amount of such unfunded advance/participation owed to them on the date of the relevant distribution); third, to the payment in full of the Tranche A Term Loan (the amounts so applied to be distributed among the Tranche A Lenders pro rata in accordance with the amounts of such Tranche A Term Loans owed to them on the date of any such distribution); fourth, to the payment in full of the Tranche B Term Loan (the amounts so applied to be distributed among the Lenders entitled thereto pro rata in accordance with the amounts of such Tranche B Term Loans owed to them on the date of any such distribution); fifth, to the payment in full of the other Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the such other Secured Obligations owed to them on the date of any such distribution); THIRDsixth, to any agent of any other junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Intercreditor Agreement; and FOURTHseventh, to the Loan PartiesGrantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole discretion as to For the time avoidance 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)doubt, the receipt priority of payments in Section 4.02 of the Collateral Agent or of the officer making the sale Agreement shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold amended 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 Obligationssuperseded by this Section 7.03(b).

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the (a) The Collateral Agent shall Trustee will apply the proceeds of any collection collection, sale by the Collateral Trustee, foreclosure or sale other realization upon, or exercise of any right or remedy with respect to, any Collateral and the proceeds of any title insurance or other insurance policy (including business interruption insurance not constituting “Collateral” (as defined in the Working Capital Facility Credit Agreement)) required under any Parity Lien Document or otherwise covering the Collateral, including and any Collateral consisting condemnation proceeds with respect to the Collateral, in the following order of cash, as followsapplication: FIRST, to the payment of all amounts then due and payable under this Agreement on account of the Collateral Trustee’s fees and any costs, expenses, reasonable legal fees (including reasonable legal fees and documented costs of counsel to the Collateral Trustee) or invoiced out-of-pocket costs and expenses other liabilities of any kind incurred by the Administrative Agent and Collateral Trustee or any co-trustee or agent of the Collateral Agent Trustee in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Parity Lien Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultantincluding, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent not limited to, indemnification obligations (such consent not to be unreasonably withheld or delayedother than contingent indemnification obligations)), the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor in each case, in accordance with Sections 7.8 and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document7.9; SECOND, to the respective Parity Lien Representatives equally and ratably for application to the payment of all outstanding Parity Lien Debt, and any other Parity Lien Obligations, in either case that are then due and payable, in such order as may be provided in the Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Parity Lien Debt, and all other Parity Lien Obligations, that are in either case then due and payable (including, to the extent legally permitted, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Parity Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding but excluding contingent indemnity obligations for which no claim has been made) and including the discharge or cash collateralization (at the lower of (A) 105% of the aggregate undrawn amount thereof and (B) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Documents) of all outstanding letters of credit, if any, the reimbursement obligations in respect of which constitute Parity Lien Debt; provided, however, that for purposes of determining the amount of Parity Lien Obligations owed to any Secured Hedge Counterparty that is also a Forward Purchase Secured Hedge Counterparty pursuant to this clause second, the gross amount of Parity Lien Obligations (other than any amount payable in respect of any Forward Purchase Contract) and the gross amount of Parity Lien Obligations in respect of Forward Purchase Contracts shall be calculated separately (without regard to any netting between Forward Purchase Contracts and other Swap Contracts) and the amount of Parity Lien Obligations payable to such Secured Hedge Counterparty that is also a Forward Purchase Secured Hedge Counterparty in respect of such Forward Purchase Contracts shall be limited to such Forward Purchase Secured Hedge Counterparty’s Forward Purchase Limited Exposure; provided, further that in no event shall the Parity Lien Obligations owing to a Forward Purchase Secured Hedge Counterparty under this clause second exceed the net Parity Lien Obligations of the Secured Obligations (the amounts so applied to be distributed 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)Hedge Counterparties then outstanding; THIRD, to any agent the extent not paid under clause second above, to the payment of any junior secured debtother Parity Lien Obligations that are then due and payable in respect of Forward Purchase Contracts with any Forward Purchase Secured Hedge Counterparty, ratably in accordance with any applicable intercreditor agreement other Parity Lien Obligations that are then in effect due and contemplated by this Agreementpayable to each such Forward Purchase Secured Hedge Counterparty after deducting amounts paid under clause second above; and FOURTH, any surplus remaining after the payment in full in cash of the amounts described in the preceding clauses will be paid to the Loan PartiesParent or the applicable Obligor, their as the case may be, and as directed in writing by the Parent, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.

Application of Proceeds. After In accordance with, and to the exercise of remedies provided for in Section 7.01extent consistent with, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this the Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of the Collateral, including as well as 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 and Trustee or the Collateral Agent (in its capacity as such hereunder or under any other Indenture Document) in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Indenture Document or any of the Secured Obligations (or any such costs and expenses incurred by a trustee or a collateral agent in connection with Other Second-Lien 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 (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent Trustee or the Collateral Agent hereunder or under any other Loan Indenture 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 DocumentIndenture Document and any other amounts due to the Trustee or the Collateral Agent under Section 7.07 of the Indenture; SECOND, to the payment in full of the Secured Obligations owed to the Holders and any Other Second-Lien Obligations owed to holders of such Indebtedness (the amounts so applied to be distributed among the Secured Parties Holders and any holders of Other Second-Lien Obligations pro rata in accordance with the amounts of the Secured Obligations owed to them the Holders and Other Second-Lien Obligations owed to holders of such Indebtedness on the date of any such distribution); and THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan PartiesGrantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. The Collateral Agent may fix a record date and payment date for any payment to Holders pursuant to this Section 6.02. At least 15 days before such record date, the Collateral Agent shall mail to each Holder and the Issuer a notice that states the record date, the payment date and the amount to be paid. 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. 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.

Application of Proceeds. After Upon the exercise occurrence and during the continuation of remedies provided for in Section 7.01an Event of Default, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateralor other realization upon, including all or any part of the Collateral consisting of cash, as followsshall be applied: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket fees, costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal attorneys fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor agents or consultant, experts deemed by the Trustee to be required or beneficial) incurred by and due and owing to the reasonable, documented Trustee and invoiced fees, charges and disbursements of such advisor or consultant, but solely the Trustee with respect to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed))Indenture, the repayment of all advances made by the Administrative Agent other Financing Documents or the 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 DocumentDocuments; SECOND, to accrued and unpaid interest and premium, if any, on the payment in full Obligations (including any interest which, but for EXECUTION VERSION the provisions of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them Bankruptcy Code, would have accrued on the date of any such distributionamounts); THIRD, to the principal amounts of the Obligations outstanding; FOURTH, to any agent other Obligations of Premier or any junior secured debtPledgor owing to the Trustee; FIFTH, so long as the indebtedeness under the Rank Note is then outstanding, to Rank to be applied in accordance with any applicable intercreditor agreement then in effect the Rank Note, the Rank Purchase Agreement and contemplated by this the Intercreditor Agreement; and FOURTHSIXTH, (i) if the Trustee shall have foreclosed upon the pledge of the membership interests in Premier pursuant to the this Agreement, to the Loan PartiesAA Capital to be distributed in accordance with that certain Equity Agreement entered into among Premier, their successors or assignsAA Capital and GAR, dated as of even date herewith, or to the persons legally entitled thereto as directed by a court of competent jurisdiction may otherwise direct. The Collateral Agent jurisdiction; and (ii) if the Trustee shall not have sole discretion as foreclosed upon the pledge of the membership interests in Premier pursuant to this Agreement, to Premier or to the time persons legally entitled thereto as directed by a court of application competent jurisdiction, PROVIDED, HOWEVER, prior to (i) commencement of an action by the Trustee to foreclose on all or any portion of the Collateral, or (ii) the filing of a petition (either voluntary or involuntary) for bankruptcy by the Issuer, the proceeds 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 all or under a judicial proceeding), the receipt any portion of the Collateral Agent or of the officer making the sale shall be a sufficient discharge applied first to satisfy the purchaser or purchasers obligations of the Collateral so sold and such purchaser or purchasers Premier to Hard Rock Hotel Licensing, Inc., and, thereafter, 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 applied as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligationsset forth above.

Application of Proceeds. After the exercise (a) If there is Collateral with respect to any Series of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this AgreementPari Passu Debt, the Collateral Agent shall will apply the proceeds of any collection collection, sale, foreclosure or sale other realization upon all Collateral in the following order of Collateral, including any Collateral consisting of cash, as followsapplication: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket fees, costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such sale, collection or sale realization or otherwise in connection with or related to this Agreement, any other Loan Document Agreement or any of the Secured Pari Passu Debt Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the reasonable fees and expenses of its co-trustees, agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of any and all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable and documented costs or expenses incurred in connection with the exercise or preservation of any right or remedy hereunder or under any other Loan Documenthereunder; SECOND, on a pro rata basis, to each Pari Passu Debt Representative for each Series of Pari Passu Debt for application to the payment of all outstanding Pari Passu Debt and any other Pari Passu Debt Obligations that are then due and payable in such order as may be provided in the applicable Pari Passu Debt Documents in an amount sufficient to pay in full of the Secured and discharge all outstanding Pari Passu Debt Obligations (the amounts so applied to be distributed 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)that are then due and payable; and THIRD, to if the Discharge of Pari Passu Debt Obligations shall have occurred, any agent of any junior secured debt, in accordance with any applicable intercreditor agreement surplus then in effect and contemplated by this Agreement; and FOURTH, remaining shall be paid to the Loan Parties, Grantors or their successors or assigns, assigns or as a court of competent jurisdiction may otherwise directdirect in a final, non-appealable judgment. The For purposes of this Section 3.5(a), “proceeds” of Collateral Agent shall have sole discretion as to the time of application mean any and all cash, securities and other property or assets of any such proceedskind realized from collection, moneys foreclosure 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 enforcement of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of Agent’s Liens upon the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application (including distributions of Collateral in satisfaction 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 Pari Passu Debt Obligations).

Application of Proceeds. After The proceeds of any collection, sale, disposition or other realization of Collateral upon the exercise enforcement of remedies provided the security for in Section 7.01the Secured Obligations (including for these purposes distributions of cash, any amounts received securities or other property on account of the Secured Obligations shall be applied by value of the Administrative Agent, Collateral in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms a bankruptcy case of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of CollateralGrantor), including any Collateral consisting of cash, shall be applied as follows: follows (or as this Section 5.5 may be amended from time to time with the consent of the First Priority Representative, the Trustee and the Additional Agent, if any, to the extent necessary to permit additional junior debt): FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and reasonable expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, Agreement or any other Loan Document or any of the Secured ObligationsFinance Document, including all and the reasonable and documented or invoiced out-of-pocket court costs and the fees and documented expenses of its agents and one lead legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed))jurisdiction, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Finance Document on behalf of any Grantor and any other reasonable and documented out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Finance Document; SECOND, to the payment in full of all Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest) owed to the Secured Agents in their capacities as such; THIRD, to the payment in full of all of the remaining Bank Priority Obligations (other than the amounts referred to in the immediately following paragraph), the amounts so applied to be distributed among the Bank Secured Parties pro rata in accordance with Section 8.03 of the Credit Agreement; FOURTH, to the payment in full of all interest or entitlement to fees or expenses or other charges that accrue on the Bank Priority Obligations after the commencement of any Insolvency or Liquidation Proceeding with respect to Holdings or any of its Subsidiaries, whether or not allowed or allowable in any such proceeding (it being understood that if it is held that the Bank Priority Obligations and the Bond Obligations constitute only one secured class (rather than separate classes for the Bank Priority Obligations and the Bond Obligations), all distributions pursuant to this provision FOURTH shall be made as if there were separate classes of claims); FIFTH, to the payment in full of all of the Pari Passu Obligations, the amounts so applied to be distributed among the Bond Secured Parties in accordance with Section 6.10 of the Indenture and among the Additional Secured Obligations owed to them on the date of any such distribution); THIRD, to any agent of any junior secured debt, Parties in accordance with any applicable intercreditor agreement then comparable provision in effect and contemplated by this Agreementthe Additional Loan Documents, as applicable; and FOURTHSIXTH, to the Loan Parties, their successors payment in full of all interest or assigns, entitlement to fees or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole discretion as to expenses or other charges that accrue on the time of application Pari Passu Obligations after the commencement of any such proceeds, moneys Insolvency 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 Liquidation Proceeding with respect to the Secured Obligations.Holdings or any of its Subsidiaries, whether or not allowed or allowable in any such proceeding;

Application of Proceeds. After At such intervals as may be agreed upon by the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent's election, the Administrative Agent may apply all or any part of Proceeds held in accordance with any Collateral Account or otherwise held as collateral security for the following provision Secured Obligations (whether matured or unmatured), and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the net proceeds of any collection collection, recovery, receipt, appropriation, realization or sale of the Collateral, including any Collateral consisting against the Secured Obligations then due and owing in the following order of cash, as followspriority: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses of every kind incurred by the Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including including, without limitation, (i) all reasonable and documented costs incidental to the care or invoiced out-of-pocket court costs safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, (ii) court costs, (iii) the reasonable fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary legal counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and agents to the extent reasonably determined by the Administrative Agent to be necessaryAgent, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (yiv) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral 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 by the Administrative Agent of any right or remedy hereunder under this Agreement or under any other Loan DocumentDocument and (v) without duplication, any amounts which are required by any provision of law to be paid by the Administrative Agent prior to the payment of the Secured Obligations; and SECOND, to the payment in full ratable satisfaction of all other Secured Obligations. Without prejudice to the right of the Administrative Agent to maintain any part of such funds as collateral security for such portion of the Secured Obligations (as may not then be due and owing and subject to the amounts payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-504(1)(c) of the New York UCC, any part of such funds which the Administrative Agent elects not so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of apply and deems not required as collateral security for the Secured Obligations owed shall be paid over from time to them on time by the date of any such distribution); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, Administrative Agent to the Loan Parties, their successors relevant Grantor or assigns, or as a court to whomsoever may be lawfully entitled to receive the same. Any balance of competent jurisdiction may otherwise direct. The Collateral Agent such funds remaining after the Secured Obligations shall have sole discretion as to the time been paid in full, no Letters 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 Credit shall be a sufficient discharge to outstanding and the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers Commitments shall not have terminated shall be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent relevant Grantor or such officer or to whomsoever may be answerable in any way for lawfully entitled to receive 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 Obligationssame.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the The Collateral Agent shall apply the proceeds of any collection collection, sale, foreclosure or sale of other realization upon any Collateral, including any Collateral consisting of cash, and any payment under the guarantee contained in this Agreement, as well as at the time or times provided under Section 7.05, any amounts on deposit in the Special Trust Account, as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and Agents or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection collection, sale, foreclosure or sale realization 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Collateral Agent or either of the Collateral Agent Administrative Agents 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 amounts so applied to be distributed between or among the Administrative Agents, 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 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan PartiesGrantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.

Application of Proceeds. After Notwithstanding anything to the exercise contrary contained in this Agreement, upon the occurrence and during the continuance of remedies provided for 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 subject to the Intercreditor Agreement, 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 Section 7.01this Agreement (including, without limitation, SECTION 1.1 and SECTION 1.5 hereof) and subject to the Intercreditor Agreement, all payments (including the proceeds of any amounts received on account Asset Disposition or other sale of, or other realization upon, all or any part of the Secured Collateral) received after acceleration of the Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or 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 or owing to Agent and the Collateral Agent in connection any Lender with such collection or sale or otherwise in connection with respect to this Agreement, any the other Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans Documents or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 DocumentCollateral; SECOND, to accrued and unpaid interest and Fees with respect to the payment in full Obligations (including any interest which but for the provisions of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them Bankruptcy Code, would have accrued on the date of any such distributionamounts); THIRD, to the principal amount of the Obligations outstanding (including Swap Reimbursement Obligations but excluding Obligations owed to any agent Lender under an Interest Rate Agreement) and to cash collateralize outstanding Letters of any junior secured debtCredit (pro rata among all such Obligations (based upon the principal amount thereof or the outstanding face amount of such Letters of Credit, in accordance as applicable) (and with any applicable intercreditor agreement then in effect and contemplated by this Agreementrespect to amounts applied to Term Loan B, 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 Loan Parties, their successors 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 sole 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.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this the Intercreditor Agreement, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection or sale of Collateral, including as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses and indemnification amounts incurred by the Administrative Agent and the Collateral Agent or the Trustee in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Indenture 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 (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Collateral Agent or the Collateral Agent Trustee hereunder or under any other Loan Indenture 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 Indenture Document; SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed 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 THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan PartiesPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 5.02, 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 5.02, that each applicable Secured Party or their 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. 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.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the If a Lessor receives a payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent under an insurance policy required under a Lease in connection with such collection any Total Loss or sale other loss of 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 damage to any of the Secured Parties for actions taken in reliance on information supplied Equipment leased under a Lease, and such payment is both unconditional and indefeasible, then provided Lessee shall have complied with the applicable provisions of this Section, such Lessor shall either (i) if received pursuant to it as a Total Loss of any Drilling Rig, Spare Part or Component Part, remit such proceeds to Lessee up to an amount equal to the amount paid by Lessee to such Lessor as the Stipulated Loss Value, or credit such proceeds against any amounts of unpaid principal and interest and other amounts outstanding owed by Lessee pursuant to Section 6.3, or (ii) if received with respect to repairs made pursuant to Section 6.1 or replacements of Component Parts or Spare Parts pursuant to Section 6.4 (and solely with respect to any replacements of a Removed Part, the Secured ObligationsRemoval Rider), remit such proceeds to Lessee up to an amount equal to the amount of the costs of such repair or replacement, as the case may be, actually incurred by Lessee, as established to such Lessor’s satisfaction. Any excess insurance proceeds shall be returned to Lessee, so long as no Event of Default and no Default has occurred and is continuing under the affected Lease. In the event that during the Term of any Lease the use of any Drilling Rig, Spare Part or Component Part leased thereunder is requisitioned or taken by any governmental authority under the power of eminent domain or otherwise for a period which does not constitute a Total Loss, Lessee’s obligation to pay all installments of Rent with respect to such Drilling Rig, Spare Part or Component Part shall continue for the duration of such requisitioning or taking. Lessee shall be entitled to receive and retain for its own account all sums payable for any such period by such governmental authority as compensation for requisition or taking of possession. Any amount referred to herein which is payable to Lessee shall not be paid to Lessee, or if it has previously been paid directly to Lessee, shall not be retained by Lessee, if at the time of such payment an Event of Default or a Default under the affected Lease shall have occurred and is continuing, but shall be paid to and held by the Lessor under such Lease as security for the obligations of Lessee under such Lease, and at such time as there shall not be continuing any such Default or Event of Default, such amount shall be paid to Lessee.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01The Agent shall, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Intercreditor Agreement, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection or sale of CollateralCollateral realized through the exercise by the Agent of its remedies hereunder, 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 fees and reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or 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 (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral 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 the Secured Obligations secured by such Collateral (the amounts so applied to be distributed among the 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 the First Lien Intercreditor Agreement)); and THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan PartiesPledgors, 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 Collateral constituting Specified Excluded Collateral be applied to the relevant Series of Secured Obligations under any applicable Other First Lien Agreement. The Collateral Agent shall have sole 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 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. 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.

Application of Proceeds. After Except as otherwise herein expressly provided, the exercise proceeds of remedies provided for in Section 7.01any collection, sale or other realization of all or any amounts received on account part of the Secured Obligations Collateral of any Obligor pursuant hereto, and any other cash of any Obligor at the time held by the Collateral Agent under this Agreement, shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent during the period during which an Event of Default or a Trigger Event shall apply the proceeds have occurred and be continuing and pursuant to an exercise of any collection or sale of Collateral, including any Collateral consisting of cashremedies under this Section 8, as follows: FIRSTFirst, to the payment of all the costs and expenses of such collection, sale or other realization, including reasonable and documented or invoiced out-of-pocket costs and expenses incurred by of the Administrative Collateral Agent and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limitedcounsel, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions expenses incurred and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 Documenttherewith; SECONDSecond, to the payment of any fees and other amounts then owing by such Obligor to the Collateral Agent in full its capacity as such; Third, to the payment of any reasonable fees, costs and expenses then owing by such Obligor to any administrative agent, trustee or similar representative of the Secured Parties, under the applicable Debt Documents, in each case ratably; Fourth, to the payment of the Secured Obligations (the amounts so applied of such Obligor then due and payable, in each case to be distributed among the each Secured Parties pro rata Party ratably in accordance with the amounts amount of Secured Obligations then due and payable to such Secured Party (it being understood that, for the purposes hereof (i) the outstanding principal amount of the loans under the Credit Agreement and the Designated Indebtedness Documents shall be deemed then due and payable whether or not any Acceleration of such loans has occurred, (ii) to the extent any cover in respect of a letter of credit shall be due and payable under a Debt Documentthat such cover shall be deemed to be a Secured Obligation that is due and payable for purposes hereof and (iii) the outstanding amount of Hedging Agreement Obligations owed to them on the date of under Hedging Agreements shall be deemed then due and payable whether or not any such distributiontermination thereof has occurred); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.and

Application of Proceeds. After the exercise of remedies Except as expressly provided for elsewhere in Section 7.01this Agreement, any amounts received on account all proceeds of the Secured Obligations shall be applied sale of Collateral by the Administrative AgentLender hereunder, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject and all other monies received by Lender pursuant to the terms of any applicable intercreditor agreement then in effect and contemplated this Agreement (whether through the exercise by this Agreement, the Collateral Agent shall apply the proceeds Lender of any its rights of collection or sale of Collateralotherwise), including including, without limitation, any Collateral consisting of cashawards or other amounts payable upon any condemnation or taking by eminent domain, shall be applied, as promptly as is practicable after the receipt thereof by Lender, as follows: FIRST: to the equal and ratable payment of all reasonable fees, costs and expenses incurred by Lender or any custodian or nominee appointed hereunder which are payable by Borrowers hereunder, if any, if not previously paid by Borrowers, and all reasonable costs and expenses incurred by Lender in connection with any sale of Collateral, including, but not limited to, the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, all court costs and fees and expenses of outside counsel to Lender in connection therewith, and to the payment of all amounts for which Lender is entitled to indemnification hereunder and all Loans made by Lender hereunder to the account of Borrowers and the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses paid or incurred by the Administrative Agent and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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; SECONDhereunder, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any extent that such distribution); THIRDadvances, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect costs and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 expenses shall not be obligated theretofore have been reimbursed 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.Lender by Borrowers;

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, (a) If any amounts received on account of the Secured Obligations shall be applied Collateral is sold or otherwise realized upon by the Administrative AgentCollateral Trustee in connection with any foreclosure, in accordance with collection or other enforcement of Priority Liens granted to the following provision and/or the similar provisions Collateral Trustee in the Security Documents. Subject , the proceeds received by the Collateral Trustee from such foreclosure, collection or other enforcement will be distributed by the Collateral Trustee, subject to the terms of any applicable intercreditor agreement then provisions in effect and contemplated by this the Intercreditor Agreement, in the Collateral Agent shall apply the proceeds following order of any collection or sale of Collateral, including any Collateral consisting of cash, as followsapplication: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable and documented or invoiced out-of-pocket legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent and Collateral Trustee or any co-trustee or agent of the Collateral Agent Trustee in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 Security Document; SECOND, to the payment in full repayment of Indebtedness and other obligations, other than Secured Debt, secured by a Permitted Prior Lien on the Secured Obligations (Collateral sold or realized upon to the amounts so applied extent that such other Indebtedness or obligation is to be distributed among the Secured Parties pro rata discharged in accordance connection with the amounts of the Secured Obligations owed to them on the date of any such distribution)sale or other realization; THIRD, to the respective Priority Lien Representatives for application to the payment of all outstanding Notes and other Priority Lien Debt and any agent other Priority Lien Obligations that are then due and payable in such order as may be provided in the Priority Lien Documents in an amount sufficient to pay in full in cash all outstanding Notes and other Priority Lien Debt and all other Priority Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any junior secured debtInsolvency or Liquidation Proceeding at the rate, in accordance with including any applicable intercreditor agreement then post-default rate, specified in effect the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and contemplated by this Agreementincluding the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt); and FOURTH, to the Loan PartiesABL Agent or other representative with respect to any ABL Debt Obligations for application to the payment of all outstanding ABL Debt Obligations that are then due and payable in an amount sufficient to pay in full in cash all outstanding ABL Debt and all other ABL Debt Obligations that are then due and payable (including, their all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the ABL Debt Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable ABL Debt Document) of all outstanding letters of credit constituting ABL Debt); FIFTH, to the respective Subordinated Lien Representatives for application to the payment of all outstanding Subordinated Lien Debt and any other Subordinated Lien Obligations that are then due and payable in such order as may be provided in the Subordinated Lien Documents in an amount sufficient to pay in full in cash all outstanding Subordinated Lien Debt and all other Subordinated Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Subordinated Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Subordinated Lien Document) of all outstanding letters of credit, if any, constituting Subordinated Lien Debt); and SIXTH, any surplus remaining after the payment in full in cash of the amounts described in the preceding clauses will be paid to the Issuers or the applicable Guarantor, as the case may be, or its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.

Application of Proceeds. After the exercise The proceeds of remedies provided for in Section 7.01any sale, any amounts received on account disposition or other enforcement of the Secured Obligations Lender's security interest in all or any part of the Collateral shall be applied by the Administrative AgentLender to the Obligations in such order as the Lender, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect its sole and contemplated by this Agreementabsolute discretion, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as followsdetermine: FIRSTFirst, to the payment of all reasonable and documented or invoiced out-of-pocket the costs and expenses of such sale or enforcement, including reasonable compensation to the Lender's agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred the Lender in connection with the exercise of any right or remedy hereunder or under any other Loan Documenttherewith; SECONDSecond, to the payment in full of the Secured Obligations (in such order as the amounts so applied Lender, in its sole discretion, determines; and Finally, from and after the indefensible payment to be distributed among the Secured Parties pro rata in accordance with the amounts Lender of all of the Secured Obligations owed to them on the date of Obligations, any such distribution); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, remaining proceeds shall be paid to the Loan PartiesBorrower, their or to its successors or assigns, or as a court of competent jurisdiction may otherwise direct, of any surplus then remaining from such proceeds. If the proceeds of any sale, disposition or other enforcement are insufficient to cover the costs and expenses of the sale, and the payment in full of all Obligations, the Borrower will remain liable for any deficiency. Lender Appointed Attorney-in-Fact. The Collateral Agent Lender is hereby appointed the attorney-in-fact of the Borrower, with full power of substitution, for the purpose of carrying out the provisions hereof and taking any action and executing any instruments which the Lender may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Lender shall have sole discretion as the right and power to give notices of its security interest in the Collateral to any Person, either in the name of the Borrower or in its own name, to endorse all Pledged Mortgages or Pledged Securities payable to the time order of application the Borrower, to change or cause to be changed the book-entry registration or name of subscriber or Investor on any such proceedsPledged Security, moneys or balances in accordance with this Agreement. Upon to receive, endorse and collect all checks made payable to the order of the Borrower representing any sale payment on account of Collateral by the Collateral Agent (including pursuant to a power principal of or interest on, or the proceeds of sale granted by statute or under a judicial proceeding)of, 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 Pledged Mortgages or Pledged Securities and to give full discharge 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 Obligationssame.

Application of Proceeds. After All moneys recovered or received by the exercise of remedies provided for in Section 7.01, Chargee from any amounts received on account of the Secured Obligations proceedings instituted or steps taken shall be applied held by the Administrative AgentChargee to apply the same:- Firstly, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable statutorily preferred debts and documented any other debts having priority to the Indebtedness and liabilities of the Chargor to the Chargee under this Charge; Secondly, in payment of or invoiced out-of-pocket costs making provision for all costs, charges, expenses and expenses liabilities incurred by the Administrative Agent Chargee in or about the realising of any security and all moneys payable by the Collateral Agent Chargor to the Chargee by way of indemnity or compensation under this Charge; Thirdly, in connection with such collection or sale towards payment to the Chargee of all interests, costs, commission, fees, financier charges and other charges owing to the Chargee under or otherwise arising from or 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 fees and expenses of its agents and legal counsel (limitedCharge; Fourthly, in the case or towards payment of (x) legal fees all principal amounts and expenses, other moneys owing to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing Chargee under or arising from or in connection with this Charge; and Fifthly, in payment of the Transactions surplus (if any) to, the Chargor or persons entitled thereto. PROVIDED ALWAYS THAT notwithstanding any other provision in the agreement or any other document to the contrary, if the Chargee shall be of the opinion that the moneys recovered or received by the Chargee from any proceedings instituted or steps taken may prove deficient, payments may be made to the Chargee on account of principal before interest and other mattersany moneys (whether principal, including interest or otherwise) received by the Chargee may be applied or appropriated by the Chargee in such manner and for such purpose as the Chargee may at its sole and absolute discretion deem fit but such alteration in the order of payment shall not prejudice the right of the Chargee to receive the full amount to which it would have been entitled if the primary syndication order of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent payment had been observed or any Lender affected by such conflict notifies lesser amount which the Borrower of sum ultimately realised from the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, security may be sufficient to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 Obligationspay.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01The Agent shall, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Second Lien Intercreditor Agreement, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection or sale of CollateralCollateral realized through the exercise by the Agent of its remedies hereunder, 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 fees and reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and and/or the Collateral Agent Notes Trustee in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Notes Indenture 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 (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or and/or the Collateral Agent Notes Trustee hereunder or under any other Loan Notes Indenture 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 Notes Indenture Document; SECOND, to the payment in full of the Secured Obligations secured by such Collateral (the amounts so applied to be distributed among the 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 distribution); and THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan PartiesPledgors, 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 Collateral constituting Specified Excluded Collateral be applied to the relevant Series of Secured Obligations under any applicable Other Second Lien Agreement. The Collateral Agent Agent, with consultation of the Notes Trustee, shall have sole discretion as to determine 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 representative amounts referred to in this Section 5.02, 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. 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.

Application of Proceeds. After The proceeds from any sale, lease or other disposition made pursuant to this Article, or the exercise proceeds from the surrender of remedies provided for in Section 7.01any insurance policies pursuant to the terms of this Mortgage, or any amounts received on account of rental collected by Mortgagee from the Secured Obligations Property, or proceeds from insurance which Mortgagee elects to apply to the Obligation, shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, Mortgagee as follows: FIRSTfirst, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent Mortgagee in connection with such collection enforcing or sale or otherwise in connection with exercising its rights under this AgreementMortgage, including without limitation, any other Loan Document expenses of advertising, selling and conveying the Property or any part thereof, including reasonable attorneys' and commissioner's fees; second, to accrued interest on the Obligation at the 4062.7(c) Rate; third, to principal on the matured portion of the Secured ObligationsObligation; fourth, including all reasonable and documented or invoiced out-of-pocket court costs and to prepayment of the fees and expenses unmatured portion, if any, of its agents and legal counsel (limited, the Obligation applied to installments of principal in the case inverse order of (x) legal fees maturity; and expensesfifth, the balance, if any, remaining after the full and final payment and performance of the Obligation to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which person or persons legally entitled thereto. If such proceeds shall be Milbank LLP insufficient to discharge the entire Obligation, the Mortgagee shall have any other legal recourse against the Mortgagor for the deficiency. In addition, Mortgagee reserves any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, rights under applicable law to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 to collect any Remaining Title IV Obligations regardless of whether or under any other Loan Document; SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any not such distribution); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 proceeds shall be a sufficient to 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 thereofentire Obligation. 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.ARTICLE IV

Application of Proceeds. After In the exercise event Borrower shall suffer any loss covered by insurance, Borrower shall immediately notify Agent in writing, and Borrower hereby authorizes and directs each and every insurance company concerned to make payments for such loss directly and solely to Agent (who may, but need not, make proof of remedies provided loss) and Agent is hereby authorized to adjust, collect and compromise in its discretion all claims under all such policies, and Borrower shall sign, upon demand by Agent, all receipts, vouchers and releases required by such insurance companies; provided, however, that other than after the occurrence and during the continuance of an Event of Default, Borrower may adjust, collect and compromise insurance claims upon notice to and with Agent's consent (which shall be exercised reasonably and in good faith) so long as Borrower is acting reasonably and diligently. In the event Borrower shall be awarded any amount pursuant to any condemnation proceeding or the taking or injury to any property for public use, Borrower shall immediately notify Agent in writing and Borrower agrees that the proceeds of all such awards shall be paid to Agent and authorizes Agent, on behalf and in the name of Borrower to execute and deliver valid acquittances for and to appeal from any such award. Borrower shall also immediately notify Agent of any actual or threatened condemnation or eminent domain proceedings and shall give Agent at any time any additional instruments requested by Agent for the purpose of validly and sufficiently assigning all awards or appealing any such award. Insurance proceeds and awards described in this Section 7.017.6 (collectively, "LOSS PROCEEDS"), or any amounts part thereof, received on account of the Secured Obligations shall by Agent, after deducting therefrom any expenses incurred, may be applied by Agent at its option (i) to the Administrative Agentrepair or restoration of the property suffering any loss, condemnation or taking ("LOSS PROPERTY"), (ii) to the payment of the Liabilities, whether or not due and in accordance with whatever order Agent elects, or (iii) to any other purpose or objects for which Agent or the following provision and/or Lenders are entitled to advance funds under this Agreement, all without affecting the similar provisions in lien or security interest created by the Security Collateral Documents, and any balance of such monies shall be paid to Borrower or the Person lawfully entitled thereto. Subject None of Agent and the Lenders shall be held responsible for any failure to collect any insurance proceeds due under the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, policy regardless of the Collateral Agent shall apply the proceeds cause of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, such failure unless due to the payment gross negligence or wilful misconduct of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by Agent. Notwithstanding the Administrative foregoing, Agent and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, Lenders agree that any other Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which Loss Proceeds shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.follows:

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. (a) Subject to the terms of any applicable intercreditor agreement then in effect Intercreditor Agreement and contemplated by this AgreementSections 7.02(b) and (c) below, the Administrative Agent and the Collateral Agent shall apply (a) the proceeds of any collection collection, sale, foreclosure or sale of Collateralother realization upon any Collateral securing Term Loans and Obligations, including any such Collateral consisting of cash, and (b) any amounts received in respect of the Obligations following the automatic termination of any Incremental Term Loan Commitments and the Term Loans automatically becoming due and payable pursuant to Section 7.01, in each case as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with such collection any collection, sale, foreclosure or sale realization 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or and/or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and Loan Party, any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, any amounts for which the Administrative Agent and/or the Collateral Agent is entitled to indemnification, fees, or reimbursement of costs or expenses under the terms of any Loan Document, and any other Loan Document Obligations owed to the Administrative Agent and/or the Collateral Agent, in their respective capacities as such hereunder or under any other Loan Document; SECOND, to the payment in full of all Obligations consisting of accrued and unpaid interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Term Loans, and scheduled periodic payments then due under Secured Hedging Agreements (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of such Obligations owed to them on the date of any such distribution); THIRD, to the payment in full of all Obligations (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) consisting of unpaid principal amount of the Term Loans and any premium thereon or breakage or termination fees, costs or expenses related thereto and any other Obligations in respect of Secured Hedging Agreements (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Partiespayment in full of all other Obligations, (the amounts so applied to be distributed 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 FIFTH, to the Borrowers, their respective successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.

Application of Proceeds. After the exercise If an Event of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations Default shall have occurred and be applied by continuing and the Administrative Agent, in accordance Agent shall have exercised any of its rights or remedies with the following provision and/or the similar provisions in the Security Documents. Subject respect to the terms of any applicable intercreditor agreement then in effect and contemplated by Collateral pursuant to this AgreementArticle V, the Collateral Administrative Agent shall apply the proceeds resulting from the exercise of such rights or remedies (after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any collection of the Collateral or sale in any way relating to the Collateral or the rights or remedies of Collateralthe Administrative Agent and the other Secured Parties hereunder, including any Collateral consisting of cashincluding, without limitation, reasonable attorneys’ fees and disbursements) as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise exercise of rights and remedies in connection with this Agreement, the Credit Agreement, the Indenture, any other Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent under this Agreement, the Credit Agreement, the Indenture or the 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, the Indenture or any other Loan Document; SECOND, to the payment in full of the Secured Obligations (the amounts so applied (i) to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distributiondistribution and (ii) to be applied as required pursuant to the terms of the Credit Agreement or the Indenture, as applicable); and THIRD, to any agent upon the indefeasible payment in full of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTHthe Secured Obligations, to the Loan PartiesBorrowers, their successors on behalf of the Grantors, or assigns, to whomsoever (if such Person is not a Grantor) may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have sole 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 by the Collateral Administrative Agent or of by the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Collateral Only after (i) the payment by the Administrative Agent shall have no liability to of any other amount required by any provision of Applicable Law, including, without limitation, Section 9-610 and Section 9-615 of the UCC and (ii) the indefeasible payment in full of the Secured Parties Obligations and the termination of the Commitments, shall the Administrative Agent account for actions taken in reliance on information supplied the surplus, if any, to it as any Grantor, or to whomsoever may be lawfully entitled to receive the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligationssame (if such Person is not a Grantor).

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreementeach Intercreditor Agreement (if any), the Collateral Agent shall apply the proceeds of any collection collection, sale, foreclosure or sale of 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 or invoiced out-of-pocket costs and expenses incurred by the Administrative Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Collateral Agent Trustee in connection with such collection collection, sale, foreclosure or sale 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 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 (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Collateral Agent or the Collateral 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 interest due in full respect of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any which such distribution)Collateral secures; THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreementthe remaining Obligations which such Collateral secures; and FOURTH, to the Loan Partiesapplicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Except as otherwise provided herein, the Collateral Agent shall have sole 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. 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.

Application of Proceeds. After Except as otherwise herein expressly provided and except as provided below in this Section 5.9, the exercise proceeds of remedies provided for in Section 7.01any collection, sale or other realization of all or any amounts received on account part of the Secured Obligations Collateral pursuant hereto and any other cash at the time held by the Administrative Agent under Section 4 hereof or this Section 5, shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FIRSTFirst, to the payment of all the costs and expenses of such collection, sale or other realization, including reasonable and documented or invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limitedcounsel, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions reasonable expenses incurred and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 Documenttherewith; SECONDNext, to the payment in full of the Secured Obligations (Obligations, in each case in a manner reasonably determined by the amounts so applied Administrative Agent with the intention of ensuring that the Secured Obligations, after giving effect to other sources of payment utilized or expected to be distributed among the Secured Parties pro rata utilized, are equally and ratably paid in accordance with the respective amounts of thereof due and owing or as the Secured Obligations owed to them on Lenders holding the date of any such distribution); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreementsame may otherwise agree; and FOURTHFinally, to the Loan Partiespayment to the respective Pledgor, their or its respective successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole discretion as to the time of application , of any such proceeds, moneys or balances in accordance with this Agreementsurplus then remaining. Upon any sale of Collateral by Notwithstanding the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding)foregoing, the receipt proceeds of any cash or other amounts held in the “Letter of Credit Liabilities Sub-Account” of the Collateral Agent Account pursuant to Section 4.3 hereof shall be applied first to the Letter of Credit Liabilities outstanding from time to time and second to the other Secured Obligations in the manner provided above in this Section 5.9. Notwithstanding the foregoing, no amounts received from any Pledgor shall be applied to any Excluded Swap Obligations of such Pledgor. As used in this Section 5, “proceeds” of Collateral shall mean cash, securities and other property realized in respect of, and distributions in kind of, Collateral, including any thereof received under any reorganization, liquidation or adjustment of debt of the officer making the sale shall be a sufficient discharge to the purchaser Pledgors or purchasers any issuer 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 obligor on 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 ObligationsCollateral.

Application of Proceeds. After Except as otherwise herein expressly provided and except as provided below in this Section 5.9, the exercise proceeds of remedies provided for in Section 7.01any collection, sale or other realization of all or any amounts received on account part of the Secured Obligations Collateral pursuant hereto and any other cash at the time held by the Administrative Agent under Section 4 hereof or this Section 5, shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FIRSTFirst, to the payment of all the costs and expenses of such collection, sale or other realization, including reasonable and documented or invoiced out-of-pocket costs and expenses incurred by of the Administrative Agent and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limitedcounsel, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions reasonable expenses incurred and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 Documenttherewith; SECONDNext, to the payment in full of the Secured Obligations (Obligations, in each case in a manner reasonably determined by the amounts so applied Administrative Agent with the intention of ensuring that the Secured Obligations, after giving effect to other sources of payment utilized or expected to be distributed among the Secured Parties pro rata utilized, are equally and ratably paid in accordance with the respective amounts of thereof due and owing or as the Secured Obligations owed to them on Lenders holding the date of any such distribution); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreementsame may otherwise agree; and FOURTHFinally, to the Loan Partiespayment to the Company, their or its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole discretion as to the time of application , of any such proceeds, moneys or balances in accordance with this Agreementsurplus then remaining. Upon any sale of Collateral by Notwithstanding the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding)foregoing, the receipt proceeds of any cash or other amounts held in the “Letter of Credit Liabilities Sub-Account” of the Collateral Agent or Account pursuant to Section 4.3 hereof shall be applied first to the Letter of Credit Liabilities outstanding from time to time and second to the other Secured Obligations in the manner provided above in this Section 5.9. Notwithstanding the foregoing, no amounts received from the Company shall be applied to any Excluded Swap Obligations of the officer making the sale Company. As used in this Section 5, “proceeds” of Collateral shall be a sufficient discharge to the purchaser mean cash, securities and other property realized in respect of, and distributions in kind of, Collateral, including any thereof received under any reorganization, liquidation or purchasers adjustment of debt of the Collateral so sold and such purchaser Company or purchasers shall not be obligated to see to the application any issuer 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 obligor on 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 ObligationsCollateral.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the (a) The Collateral Agent shall Trustee will apply the proceeds of any collection collection, sale, foreclosure or sale of Collateral, including other realization upon any Collateral consisting in the following order of cash, as followsapplication: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and expenses and any reasonable and documented or invoiced out-of-pocket legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent and Collateral Trustee or any co-trustee or agent of the Collateral Agent Trustee in connection with such collection or sale or otherwise in connection with this Agreementany Security Document, any other Loan Document or any including but not limited to amounts reasonably necessary to provide for the expenses of the Secured ObligationsCollateral Trustee in maintaining and disposing of the Collateral (including, including but not limited to, all reasonable amounts under Section 7.8 and documented or invoiced out-of-pocket court costs all indemnification payments and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expensesreimbursements under Section 7.9); SECOND, to the reasonable, documented and invoiced fees, charges and disbursements repayment of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions Indebtedness and other mattersObligations, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loansother than Secured Debt, to occur secured by a Permitted Prior Lien on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent sold or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely realized upon to the extent that such consultant other Indebtedness or advisor has been retained with the Borrower’s consent (such consent not Obligation is to be unreasonably withheld or delayed))discharged in connection with such sale; THIRD, Equally and Ratably, to the repayment respective Secured Debt Representatives for application to the payment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor outstanding Secured Debt and any other costs or expenses incurred Secured Debt Obligations that are then due and payable in connection with such order as may be provided in the exercise Secured Debt Documents in an amount sufficient to pay in full in cash all outstanding Secured Debt and all other Secured Debt Obligations that are then due and payable (including all interest accrued thereon after the commencement of any right Insolvency or remedy hereunder Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Secured Debt Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 100% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Secured Debt Document) of all outstanding letters of credit, if any, constituting Secured Debt); and FOURTH, any other Loan Document; SECOND, to surplus remaining after the payment in full in cash of amounts described in the Secured Obligations (the amounts so applied to preceding clauses will be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, paid to the Loan Partiesapplicable Issuer or the applicable Guarantor, their as the case may be, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.

Application of Proceeds. After (a) If, pursuant to the exercise by the Collateral Trustee of any rights and remedies provided for set forth in Section 7.01any Security Document, any amounts Collateral is sold or otherwise realized upon by the Collateral Trustee, the proceeds received on account by the Collateral Trustee in respect of the Secured Obligations such Collateral shall be applied deposited in the Collateral Account, and all such moneys held by the Administrative AgentCollateral Trustee in the Collateral Account, shall, to the extent available for distribution, and subject to Sections 5.02 and 5.03 below, be distributed by the Collateral Trustee on each date upon which a distribution is made in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this AgreementSection 5.04 hereof (each, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, a “Distribution Date”) as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs legal fees and expenses and other reasonable costs or expenses or other liabilities of any kind incurred by the Administrative Agent and the Collateral Agent Trustee or any co-trustee, agent or sub-agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Security Document or and reasonable reserves for any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel foregoing anticipated to be incurred (limited, in the case of (x) legal fees and expenses, provided that any such reserves not actually applied to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which foregoing shall be Milbank LLP for any and all of the foregoing applied in connection accordance with the Transactions and other mattersthis Section 5.01), including the primary syndication reimbursement to any Secured Debt Representative of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected amounts theretofore advanced by such conflict notifies Secured Debt Representative for the Borrower of the existence payment of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges costs and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 Documentexpenses; SECOND, to the payment in full (without duplication) of the Collateral Trustee’s Fees which are unpaid, including the reimbursement to any Secured Obligations (Debt Representative of any amounts theretofore advanced by such Secured Debt Representative for the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts payment of the Secured Obligations owed to them on the date of any such distribution)Collateral Trustee’s Fees; THIRD, to any agent of any junior secured debt, the respective Secured Debt Representatives for application to the Guaranteed Obligations Equally and Ratably until all Guaranteed Obligations have been paid in accordance with any applicable intercreditor agreement then full in effect and contemplated by this Agreementcash; and FOURTH, any surplus remaining after the payment in full in cash of all of the Guaranteed Obligations shall be paid to the Loan PartiesCompany, their 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 Collateral Agent shall have sole 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.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied (a) Unless otherwise required by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreementlaw, the Collateral Agent shall apply the proceeds of any the collection or sale of Collateralany Collateral securing any Obligations, including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket fees, costs and expenses due to or incurred by the Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise due to or incurred in connection with this Agreementany Noteholder Document, any other Loan Document the Intercreditor Agreement or any Designated Pari Passu Obligations Governing Documents, or otherwise in connection with any of the Secured such Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under the Indenture or under any other Loan Document Designated Pari Passu Obligations Governing Documents on behalf of any Grantor and any other fees, costs or expenses incurred in connection with the exercise of any right or remedy hereunder or otherwise in connection herewith or under any other Loan Noteholder Document, the Intercreditor Agreement or any Designated Pari Passu Obligations Governing Documents (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 of all other Obligations secured by such Collateral on an equal and ratable basis to the extent and in full of the Secured manner provided in the Indenture and the Designated Pari Passu Obligations (the amounts so applied to be distributed 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)Governing Documents; and THIRD, to any agent of any junior secured debt, in accordance with any the applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan PartiesGrantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.

Application of Proceeds. After Notwithstanding anything to the exercise contrary contained in this Agreement, upon the occurrence and during the continuance of remedies provided for 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 subject to the Intercreditor Agreement, 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 Section 7.01this Agreement (including, without limitation, SECTION 1.1 and SECTION 1.5 hereof) and subject to the Intercreditor Agreement, all payments (including the proceeds of any amounts received on account Asset Disposition or other sale of, or other realization upon, all or any part of the Secured Collateral) received after acceleration of the Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or 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 or owing to Agent and the Collateral Agent in connection any Lender with such collection or sale or otherwise in connection with respect to this Agreement, any the other Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans Documents or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 DocumentCollateral; SECOND, to accrued and unpaid interest and Fees with respect to the payment in full Obligations (including any interest which but for the provisions of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them Bankruptcy Code, would have accrued on the date of any such distributionamounts); THIRD, to the principal amount of the Obligations outstanding (including Swap Reimbursement Obligations but excluding Obligations owed to any agent Lender under an Interest Rate Agreement) and to cash collateralize outstanding Letters of any junior secured debtCredit (pro rata among all such Obligations (based upon the principal amount thereof or the outstanding face amount of such Letters of Credit, in accordance as applicable) (and with any applicable intercreditor agreement then in effect and contemplated by this Agreementrespect to amounts applied to Term Loan B, 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 Loan Parties, their successors 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 sole 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.57

Application of Proceeds. After  Notwithstanding anything to the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions contrary contained in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Credit Agreement, the Collateral Agent insurance proceeds with respect to the Mortgaged Property shall be adjusted by and paid to Lender. After deducting all costs and expenses, including reasonable attorneys' fees incurred by Xxxxxx in connection therewith, Lender may, in its sole discretion and notwithstanding anything to the contrary contained in the Credit Agreement, either apply such proceeds to the Obligations in such order as it elects or release such portion of the proceeds to Borrower as is necessary to restore the Mortgaged Property to its prior condition insofar as is practicable, upon such terms and conditions as Lender deems appropriate. Lender shall apply the proceeds of any collection or sale of Collateralbalance thereof, including any Collateral consisting of cashif any, as follows: FIRST, to set forth in the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Credit Agreement, . If any other Loan Document or any insurer of the Secured ObligationsMortgaged Property denies liability, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses Borrower shall not be relieved of its agents obligation to restore the Mortgaged Property. If, having elected to release all or a portion of the proceeds to Borrower for restoration of the Mortgaged Property, at any time thereafter Lender determines that the amount of proceeds is insufficient to complete restoration, Borrower shall deposit the amount of such deficiency with Lender within thirty (30) days after notice from Lender. All plans and legal counsel (limited, in specifications for the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which restoration shall be Milbank LLP for any and all approved by Lender prior to commencement of the foregoing in connection with the Transactions and other mattersrestoration, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent approval not to be unreasonably withheld withheld. Except to the extent insurance proceeds are actually retained by Xxxxxx and applied to the Obligations, nothing herein shall be deemed to relieve Borrower from the obligation to restore all damage and destruction to the Mortgaged Property, regardless of whether or delayed)), the repayment of all advances made by the Administrative Agent not sufficient proceeds are available. No such retention and application shall be deemed a cure or the Collateral Agent hereunder or under any other Loan Document on behalf waiver of any Grantor Event of Default under this Mortgage.  Notwithstanding the foregoing 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, anything to the payment contrary contained in full the Credit Agreement, Xxxxxx agrees to authorize the use of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 insurance proceeds with respect to the Secured Obligations.Mortgaged Property (less all costs and expenses, if any, incurred by Xxxxxx in obtaining such insurance proceeds) for restoration provided that: 

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the The Collateral Agent shall apply the proceeds of any collection or 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 and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations of such Loan Party owed to them on the date of any such distribution); and THIRD, to any agent the Collateral Agent under the Second Lien Credit Agreement, to be applied to the Second Priority Debt Obligations (as that term is defined in the First Lien/Second Lien Intercreditor Agreement) pursuant to the terms of any junior secured debtthe Second Lien Collateral Agreement and, in accordance with any applicable intercreditor agreement then in effect and contemplated by this if applicable, the First Lien/Second Lien Intercreditor Agreement; and . FOURTH, to the Loan PartiesGrantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 Notwithstanding the foregoing, the proceeds of any collection or sale of Collateral Agent of any Grantor, including any Collateral consisting of cash, shall have no liability not be applied to any Excluded Swap Obligations (if any) in respect of the Secured Parties for actions taken in reliance on information supplied such Grantor and shall instead be applied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or 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 and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loanssyndication, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01(a) With respect to Collateral, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this the Intercreditor Agreement, the Collateral Agent shall Trustee will apply the proceeds of any collection collection, sale, foreclosure or sale of other realization upon any Collateral, including proceeds of any title insurance policy required under any Junior Lien Document, received in connection with any foreclosure, collection or other enforcement of Liens granted to the Collateral consisting Trustee in the Security Documents, in the following order of cash, as followsapplication: FIRST, to the payment of all reasonable and amounts payable under this Agreement or the Closing Date Indenture, on account of documented or invoiced out-of-pocket fees, costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, Trustee (including all reasonable and documented or invoiced out-of-pocket court costs and the costs, fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expensescounsel); SECOND, to the reasonable, documented and invoiced fees, charges and disbursements repayment of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions Indebtedness and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur obligations (other than Priority Lien Obligations and Junior Lien Obligations) secured by a Permitted Lien on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent sold or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselrealized upon, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant other Indebtedness or advisor has been retained with the Borrower’s consent obligation is (such consent not or is required) to be unreasonably withheld discharged in connection with such sale or delayed))other realization; THIRD, to each Junior Lien Representative for each Series of Junior Lien Debt for application to the repayment payment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor outstanding Junior Lien Debt and any other costs or expenses incurred Junior Lien Obligations that are then due and payable in connection with such order as may be provided in the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, applicable Junior Lien Documents in an amount sufficient to the payment pay in full of the Secured and discharge all outstanding Junior Lien Obligations (the amounts so applied to be distributed among the Secured Parties pro rata that are then due and payable, ratably in accordance with the amounts aggregate outstanding principal amount of the Secured Junior Lien Obligations owed to them on the date held by holders of such Series of Junior Lien Debt; provided that, if any holder of any Series of Junior Lien Debt secured by separate collateral receives, or is able to apply, any proceeds from such distribution); THIRDseparate collateral, the amount of Junior Lien Obligations with respect to any agent such Series of any junior secured debt, Junior Lien Debt included in accordance with any applicable intercreditor agreement then in effect and contemplated the foregoing shall be reduced by this Agreementthe amount of such proceeds from such separate collateral; and FOURTH, any surplus then remaining shall be paid to the Loan Parties, Grantors or their successors or assigns, assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole discretion as to the time For purposes of application of any such this Section 3.4(a), “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 includes any and all cash, securities and other property realized from collection, foreclosure or under a judicial proceeding), the receipt enforcement of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of Trustee’s Liens upon the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application (including distributions of Collateral in satisfaction 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 Junior Lien Obligations).

Application of Proceeds. After an event of default under any Senior Debt Document has occurred and until such event of default is cured or waived, so long as the Discharge of Senior Obligations has not occurred, the Shared Collateral or Proceeds thereof received or payments made in connection with the sale or other disposition of, or collection on, or distribution made on account of such Shared Collateral upon the exercise of remedies provided for or in Section 7.01any Insolvency or Liquidation Proceeding shall be applied: (a) first, by the Senior Representatives to the Senior Obligations in such order as specified in the relevant Senior Debt Documents (subject to the terms of any amounts received on account other applicable intercreditor agreement that may be entered into among the Senior Secured Parties and that is contemplated by this Agreement) until the Discharge of Senior Obligations has occurred (together with, in the Secured Obligations case of repayment of any revolving credit or similar loans, a permanent reduction in the commitments thereunder), (b) second, shall be applied by the Administrative Agent, Designated Junior Representative to the Junior Priority Debt Obligations in accordance with the following provision and/or the similar provisions such order and as specified in the Security Documents. Subject relevant Junior Priority Debt Documents (subject to the terms of any other applicable intercreditor agreement then in effect agreements entered into among the Junior Priority Debt Parties and that is contemplated by this Agreement) until Discharge of Junior Priority Debt Obligations, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FIRSTand (c) third, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expensesrelevant Grantor or, to the reasonable, documented and invoiced fees, charges and disbursements extent directed by such Grantor or a court of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loanscompetent jurisdiction, to occur on or prior whomever may be lawfully entitled to or otherwise in connection with receive the Effective Date) and then remaining amount to be distributed. Upon the Discharge of Senior Obligations, each applicable Senior Representative shall deliver promptly to the extent reasonably determined Designated Junior Representative any Shared Collateral or Proceeds thereof held by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, it in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counselsame form as received, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assignsnecessary endorsements, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole discretion as , to be applied by the Designated Junior Representative to the time of application of any Junior Priority Debt 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 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 Obligationsrelevant Junior Priority Debt Documents.

Application of Proceeds. After If an Event of Default shall have occurred and be continuing and the exercise Mortgagee shall have exercised any of its rights or remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject respect to the terms of any applicable intercreditor agreement then in effect and contemplated by Property pursuant to this AgreementArticle IV, the Collateral Agent Mortgagee shall apply the proceeds resulting from the exercise of such rights or remedies (after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any collection of the Property or sale in any way relating to the Property or the rights or remedies of Collateralthe Mortgagee and the other Secured Parties hereunder, including any Collateral consisting of cashincluding, without limitation, reasonable attorneys’ fees and disbursements) as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent Mortgagee in connection with such collection or sale or otherwise exercise of rights and remedies in connection with this Mortgage, the Credit Agreement, the Indenture, any other Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent Mortgagee under this Mortgage, the Credit Agreement, the Indenture or the 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, the Indenture, or any other Loan Document; SECOND, to the payment in full of the Secured Obligations (the amounts so applied (i) to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distributiondistribution and (ii) to be applied as required pursuant to the terms of the Credit Agreement or the Indenture, as applicable); and THIRD, to any agent upon the indefeasible payment in full of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTHthe Secured Obligations, to the Loan Parties, their successors Mortgagor or assigns, to whomsoever (if such Person is not the Mortgagor) may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent Mortgagee shall have sole absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this AgreementMortgage. Upon any sale of Collateral Property by the Collateral Agent Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of by the Collateral Agent Mortgagee or of by the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent Mortgagee or such officer or be answerable in any way for the misapplication thereof. The Collateral Agent shall have no liability to Only after (i) the payment by the Mortgagee of any other amount required by any provision of Applicable Law, including, without limitation, Section 9-610 and Section 9-615 of the Code and (ii) the indefeasible payment in full of the Secured Parties Obligations and the termination of the Commitments, shall the Administrative Agent account for actions taken in reliance on information supplied to it as the surplus, if any, to the amounts of unpaid principal and interest and other amounts outstanding with respect Mortgagor, or to whomsoever may be lawfully entitled to receive the Secured Obligationssame (if such Person is not the Mortgagor).

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Closing Date Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection collection, sale, foreclosure or sale of 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 or invoiced out-of-pocket costs and expenses incurred by the Administrative Collateral Agent (in its capacity as such hereunder or under the Credit Agreement or any other Loan Document) and the Collateral Agent in connection with such collection collection, sale, foreclosure or sale realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Agent otherwise relating to or arising in connection with this Agreement, the Credit Agreement or 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 (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Collateral Agent or the Collateral Agent hereunder or under the Credit Agreement or any other Loan Document on behalf of any Grantor and Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement or any other Loan Document, and any indemnification of the Collateral Agent and the Agent required by the terms hereunder, under the Credit Agreement or any other Loan Document; SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata Agent for distribution in accordance with the amounts priorities set forth in Section 2.4(b)(ii) of the Secured Obligations owed to them on Credit Agreement (whether or not an Application Event has occurred and is continuing). Except as otherwise provided herein, the date of any such distribution); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and the Closing Date Intercreditor 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.

Application of Proceeds. After (a) So long as the Discharge of ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, any ABL Priority Collateral or any proceeds thereof received in connection with any Enforcement Action to the extent such Enforcement Action was permitted pursuant to this Agreement or other exercise of remedies provided for in Section 7.01by the ABL Agent or any ABL Claimholders and any distribution (whether or not constituting ABL Priority Collateral or the proceeds thereof) from the Company, any amounts received other Grantor or any of their respective bankruptcy estates on account of or in exchange for such party’s interest in the Secured Obligations ABL Priority Collateral or other rights as a secured creditor in respect of the ABL Priority Collateral shall be applied by the Administrative ABL Agent to the ABL Obligations in such order as specified in the relevant ABL Loan Documents; provided that any non-cash ABL Priority Collateral or non-cash proceeds may be held by the ABL Agent as ABL Priority Collateral unless the failure to apply such amounts would be commercially unreasonable. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver (i) any remaining ABL Priority Collateral and proceeds thereof held by it in the same form as received, with any necessary endorsements (such endorsements shall be without recourse and without any representation or warranty) to the Term Agent, to be applied by the Term Agent to Term Obligations in accordance with the following provision and/or the similar provisions such order as specified in the Security applicable Term Loan Documents. Subject to Upon the terms Discharge of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or 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 and the Collateral Agent in connection with such collection or sale or otherwise in connection with this AgreementTerm Obligations, any other Loan Document or any of the Secured Obligations, including all reasonable ABL Priority Collateral and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of proceeds thereof (x) legal fees and expensesif there are any Excess ABL Obligations, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel application thereto and (y) the fees and expenses of any other advisor or consultantif there are no Excess ABL Obligations, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to other Person as may be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, lawfully entitled thereto or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.

Application of Proceeds. After If the exercise Mortgaged Property or any part thereof, shall be condemned or otherwise taken for public or quasi-public use under the power of remedies provided eminent domain, or be transferred in lieu thereof, all damages or other amounts awarded Trustor for the taking, or injury to, the Mortgaged Property (the "Award") shall be paid to Beneficiary to be applied towards the Indebtedness. To enforce its rights hereunder, Beneficiary shall be entitled to participate in Section 7.01and control any condemnation proceedings and to be represented therein by counsel of its own choice, and Trustor will deliver, or cause to be delivered, to Beneficiary such instruments as may be requested by it from time to time to permit such participation. In the event Beneficiary, as a result of any amounts received on account such judgment, decree or award, believes that the payment or performance of any obligation secured by this Deed of Trust is impaired, Beneficiary may declare all of the Secured Obligations Indebtedness secured hereby immediately due and payable. In case of a taking during the "Permanent Term" (as defined in the Loan Agreement) in which the cost of the restoration, repair or replacement (hereinafter referred to as the "Restoration") of the Mortgaged Property reasonably estimated by Beneficiary shall not exceed the proceeds paid to Beneficiary then such Award may be used for the prosecution of the Restoration in the manner hereinafter provided. If the cost of the Restoration reasonably estimated by geneficiarv shall exceed the Award, then unless Trustor deposits with Beneficiary or causes to be deposited with Beneficiary the difference between the estimated cost of the Restoration and the amount of the Award within ninety (90) days after written demand therefor, Beneficiary, at its option, shall be applied entitled to receive and retain the Award, applying the same upon the Indebtedness. Notwithstanding anything herein to the contrary, if any Award is made (i) within one (1) year prior to the original stated maturity date of the Note, unless said maturity date has been extended by the Administrative Agent, Trustor by giving notice in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated Note or is extended by this Agreement, the Collateral Agent shall apply the proceeds of any collection or 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 and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata Trustor in accordance with the amounts Note within thirty (30) days after said taking, (ii) within one ( 1 ) year prior to the extended maturity date of the Secured Obligations owed to them on the Note, if Trustor has extended such maturity date of any such distribution); THIRD, to any agent of any junior secured debt, in accordance with the Note, or (iii) at any applicable intercreditor agreement then in effect time when there shall exist an Event of Default hereunder, Beneficiary shall be entitled to receive and contemplated by this Agreement; retain the Award and FOURTHapply same upon the Indebtedness. In the event Beneficiary elects to make such Award available to Trustor for such purpose, Trustor will promptly or will promptly cause and at the sole cost and expense of Trustor and regardless of whether the Award (if any) shall be aufficient for the purpose, commence and continue diligently to completion to restore, repair, replace and rebuild the Mortgaged Property as nearly as possible to its value, condition and character immediately prior to such taking subject to the Loan Parties, their successors or assignsconditions and restrictions applicable to Trustor's use of insurance proceeds contained in the second paragraph of Section 4.7 above. Trustor hereby irrevocably and unconditionally waives all rights of a property owner under the provisions of CaliforniavCode of Civil Procedure Section 1265.225(a), or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole discretion as to the time of application of any such proceedssuccessor statute, 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 providing for the misapplication thereof. The Collateral Agent shall have no liability to any allocation of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal condemnation proceeds between a property owner and interest and other amounts outstanding with respect to the Secured Obligationsa lienholder.

Application of Proceeds. After All monies received by the exercise of remedies provided for in Section 7.01Bank from any proceeding instituted or step taken under this Assignment or any Security Documents (if any) shall subject to statutory priorities (if any), any amounts received on account of the Secured Obligations shall be applied by the Administrative AgentBank:- FIRST in payment of any quit rents, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject taxes assessments fees lawful outgoing and other fees due and payable to the terms relevant authorities by the Assignor in respect of the Property or any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection other property charged or sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, assigned to the Bank as security for the Secured Amounts; SECOND in payment of all reasonable costs, charges and documented or invoiced out-of-pocket costs and other expenses incurred and payments made by the Administrative Agent and the Collateral Agent in connection with such collection Bank or sale or otherwise in connection with this Agreement, any other Loan Document Security Documents (if any) and any other taxes payable under any written law for the time being in force on the disposal of the Property; THIRD in or any towards payment to the Bank of the Secured Obligations, including Amounts due and remaining unpaid and of all reasonable other monies due and documented or invoiced out-of-pocket court costs remaining unpaid under this Assignment and the fees and expenses of its agents and legal counsel (limited, Master Facility Agreement; FOURTH in the case of (x) legal fees and expenses, or towards payment to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and Assignor’s liabilities to the extent reasonably determined by the Administrative Agent to Bank (whether such liabilities be necessarypresent, one local counsel in each relevant material jurisdiction andfuture, in the case of an actual actual, contingent, primary, secondary, collateral, secured or perceived conflict of interest where the Collateral Agent unsecured, several or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (yjoint) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or 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 the Secured Obligations (Bank to receive the amounts so applied full amount to which it would have been entitled if the primary order had been observed or any lesser amount which the sum ultimately realized from the security may be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed sufficient to them on the date of any such distribution); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 Obligationspay.

Application of Proceeds. After (a) Revolving Nature of ABL Obligations. The Term Agent, for and on behalf of itself and the exercise Term Secured Parties, expressly acknowledges and agrees that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of remedies provided for business the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any ABL Priority Collateral or the release of any Lien by the ABL Agent upon any portion of the Collateral in Section 7.01connection with a permitted disposition by the ABL Credit Parties under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Term Secured Parties and without affecting the provisions hereof; and (iii) all ABL Priority Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Secured Party) or the Term Agent (or any Term Secured Party) commences the Exercise of Any Secured Creditor Remedies, all amounts received on account of by the Secured Obligations ABL Agent or any ABL Lender shall be applied as specified in this Section 4.1. The Lien Priority shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the Administrative AgentABL Obligations or the Term Obligations, in accordance with the following provision and/or the similar provisions in the Security Documentsor any portion thereof. Subject Notwithstanding anything to the terms of any applicable intercreditor agreement then contrary contained in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or 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 and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Term Document or any ABL Document, each Credit Party and the Term Agent, for itself and on behalf of the Term Secured ObligationsParties, including all reasonable and documented agrees that (i) only Term Priority Collateral or invoiced out-of-pocket court costs and proceeds of the fees and expenses of its agents and legal counsel (limited, Term Priority Collateral shall be deposited in the case of Term Loan Priority Accounts and (xii) legal fees and expenses, prior to the reasonablereceipt of a Term Cash Proceeds Notice, documented the ABL Secured Parties are hereby permitted to treat all cash, cash equivalents, Money, collections and invoiced feespayments deposited in any ABL Deposit and Securities Account or otherwise received by any ABL Secured Parties as ABL Priority Collateral, charges and disbursements of one primary counsel (which no such amounts credited to any such ABL Deposit and Securities Account or received by any ABL Secured Parties or applied to the ABL Obligations shall be Milbank LLP subject to disgorgement or deemed to be held in trust for any the benefit of the Term Secured Parties (and all claims of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by other Term Secured Party to such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayedamounts are hereby waived)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection or or, prior to the Collateral and Guarantee Release Date, 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 and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case payable under Section 9.03 of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed))this Agreement, the repayment of all advances made by the Administrative Agent or the Collateral 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 DocumentDocument payable to the Collateral Agent; SECOND, to the payment of amounts then due and owing and remaining unpaid in full respect of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent the repayment of any junior secured debt, remaining Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with any applicable intercreditor agreement the amounts of the Secured Obligations then in effect held by the Secured Parties) (other than contingent indemnification obligations not yet due and contemplated by this Agreementowing); and FOURTH, after no Letters of Credit shall be outstanding (other than Letters of Credit cash-collateralized to the reasonable satisfaction of the Issuing Bank) and the Commitments shall have been terminated, any remaining balance shall be paid to the Loan Parties, their successors or and assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon Prior to the Collateral and Guarantee Release Date, 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 For the avoidance of doubt, notwithstanding the foregoing, no amounts received from any Guarantor shall have no liability be applied to any Excluded Swap Obligations 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 Obligationssuch Guarantor.

Application of Proceeds. After The proceeds of any sale of any Vessel or Vessels made either under the exercise power of remedies provided sale hereby granted to the Mortgagee or under a judgment or decree in any judicial proceedings for in Section 7.01the foreclosure of this Mortgage or for the enforcement of any remedy granted to the Mortgagee hereunder, any amounts received on account net earnings arising from the management, charter or other use of such Vessel or Vessels by the Mortgagee under any of the Secured Obligations shall be applied powers herein contained or by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect law provided and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection and all Insurances and any claims for damages on account of such Vessel or sale Vessels or the Owner of Collateralany nature whatsoever and any Requisition Compensation, including any Collateral consisting of cash, shall be applied as follows: FIRSTFirst, to the Mortgagee in an amount sufficient to pay in full the costs and expenses of the Mortgagee in connection with any sale, disposition or other realization, including all fees, costs, expenses, liabilities and advances incurred or made by the Mortgagee in connection therewith, including, without limitation, attorneys’ fees and costs, whether by reason of any sale, retaking, management or operation of any Vessel or Vessels and all other sums payable to the Mortgagee hereunder by reason of any expenses or liabilities incurred or advances made by it for the protection, maintenance and enforcement of the security or of any of its rights hereunder or in the pursuit of any remedy hereby conferred; and at the option of the Mortgagee to the payment of all reasonable taxes, assessments or liens claiming priority over the lien of this Mortgage; Second, to the Lenders in an amount equal to accrued interest then due and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent payable under this Mortgage and the Collateral Agent other Credit Documents (except for Lender Rate Contracts and Lender Bank Products); Third, pari passu and ratably, to (i) the Lenders in an amount equal to the principal amount of the outstanding Loans and L/C Borrowings and to Cash Collateralize the remaining L/C Obligations on a pro rata basis in accordance with the then outstanding principal amount of the Loans and L/C Obligations (with the portion allocated to the Revolving Loans, Swing Line Loans and L/C Obligations to be applied first to repay the Swing Line Loans in full, second to repay the Revolving Loans in full and then to Cash Collateralize the Obligations in an amount equal to the then Effective Amount of all L/C Obligations) and (ii) to the Lender(s) and Affiliates thereof to whom obligations are owed in connection with any Lender Rate Contract the terms of which comply with the Credit Agreement to the extent of the associated Termination Value of such collection or sale or otherwise Lender Rate Contract, and such proceeds will not be applied to the extent of any excess over such Termination Value in connection with any Lender Rate Contact, until the Obligations (other than obligations under this Agreement, any other Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs clause (ii)) have been paid in full and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expensesRevolving Loan Commitments have been terminated; Fourth, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing Lenders in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, an amount equal to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultantObligations, which are then unpaid (other than any Obligations related to Lender Rate Contracts and Lender Bank Products); Fifth, to the reasonable, documented Lenders and invoiced fees, charges and disbursements Affiliates thereof in an amount equal to any other Obligations related to Lender Rate Contracts the terms of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained which comply with the Borrower’s consent (such consent not to be unreasonably withheld or delayed))Credit Agreement, the repayment of all advances made by the Administrative Agent or the 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 Documentwhich are then unpaid; SECONDSixth, to the Lenders and Affiliates thereof in an amount equal to any Obligations related to Lender Bank Products which are then unpaid; and Finally, upon payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts all of the Secured Obligations owed to them on the date of any such distribution); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTHObligations, to the Loan Parties, their successors person legally entitled thereto. In the event that the proceeds are insufficient to pay the amounts specified in paragraphs “First,” “Second,” “Third,” “Fourth,” “Fifth” or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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)“Sixth” above, the receipt of the Collateral Agent or of the officer making the sale Mortgagee shall be a sufficient discharge entitled to collect the purchaser balance from the Owner 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 ObligationsPerson liable therefor.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01The Agent shall, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Second Lien Intercreditor Agreement, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection or sale of CollateralCollateral realized through the exercise by the Agent of its remedies hereunder, 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 fees and reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and and/or the Collateral Agent Notes Trustee in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Notes Indenture 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 (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or and/or the Collateral Agent Notes Trustee hereunder or under any other Loan Notes Indenture 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 Notes Indenture Document; SECOND, to the payment in full of the Secured Obligations secured by such Collateral (the amounts so applied to be distributed among the 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 distribution); and THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan PartiesPledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent Agent, with consultation of the Notes Trustee, shall have sole discretion as to determine 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 representative amounts referred to in this Section 5.02, 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. 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.

Application of Proceeds. After All insurance proceeds shall be adjusted by and paid to Lender and otherwise treated as provided in this section. Following any casualty, and so long as there exists no event or circumstance which, with the exercise passage of remedies provided for time or the giving of notice (or both), would constitute an Event of Default hereunder, Lender may deduct from any proceeds all costs and expenses, including reasonable attorneys' fees incurred by Lender in Section 7.01connection therewith, any amounts received on account and thereafter Lender shall release such portion of the Secured Obligations shall be applied by proceeds to Borrower as is necessary to restore the Administrative AgentMortgaged Property to its prior condition insofar as is practicable, upon such terms and conditions as Lender deems appropriate in accordance light of the nature and extent of the reconstruction or repair. If at any time there does exist any event or circumstance which, with the following provision and/or passage of time or the similar provisions in the Security Documents. Subject giving of notice (or both), would constitute an Event of Default hereunder, Lender may at its sole election apply any or all of such proceeds to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or 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 Lender's costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any then to reduction of the Secured ObligationsLoan Amount. If any insurer of the Mortgaged Property denies liability, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses Borrower shall not be relieved of its agents and legal counsel obligation to restore the Mortgaged Property. If at any time Lender determines that the amount of proceeds is insufficient to complete restoration, Borrower shall deposit the amount of such deficiency with Lender within ten (limited10) days after notice from Lender (and, in the case at Lxxxxx's election, prior to Lxxxxx's advance of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which such proceeds). Borrower shall be Milbank LLP for have obtained any and all necessary permits, license or approvals required for such restoration, and all plans and specifications for the restoration shall be approved by Lender prior to commencement of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment Norestoration. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and Except to the extent reasonably determined insurance proceeds are actually retained by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict Lxxxxx and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan PartiesAmount, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent nothing herein shall have sole discretion as be deemed to relieve Borrower from the obligation to restore all damage and destruction to the time Mortgaged Property, regardless of whether or not sufficient proceeds are available. No such retention and application shall be deemed a cure or waiver of any such proceeds, moneys or balances in accordance with Event of Default under this AgreementMortgage. 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.Article V Intentionally Omitted

Application of Proceeds. After (a) If, pursuant to the exercise by the Defaulted Agreement Party of any rights and remedies provided for set forth in Section 7.01any Shared Collateral Document, any amounts Collateral is sold or otherwise realized upon by the Collateral Trustees, the proceeds received on account by the Collateral Trustees in respect of the Secured Obligations such Collateral shall be applied deposited in the Collateral Account, and all moneys held by the Administrative Agent, in accordance with the following provision and/or the similar provisions Corporate Trustee in the Security Documents. Subject Collateral Account, including the Excess Revolving Letter of Credit Collateral and the Excess Drax LOC Collateral, shall, to the terms of any applicable intercreditor agreement then in effect and contemplated extent available for distribution, be distributed by this Agreementthe Corporate Trustee on each date upon which a distribution is made (each, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, a "Distribution Date") as follows: FIRST, to the payment (in such priority as the Corporate Trustee shall elect, but without duplication) of all reasonable and documented or invoiced out-of-pocket costs legal fees and expenses and other reasonable costs or expenses or other liabilities of any kind incurred by the Administrative Agent and the Collateral Agent in connection with such collection or sale Trustees as secured parties under any Shared Collateral Document or otherwise in connection with any Shared Collateral Document or this AgreementAgreement (including, without limitation, any other Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses or liabilities incurred in connection with the exercise sale of any right assets covered by any Shared Collateral Document, or remedy hereunder in the operation or under maintenance of any other Loan of the assets covered by any Shared Collateral Document), including the reimbursement to any Representative of any amounts theretofore advanced by such Representative for the payment of such fees, costs and expenses, except only for any such fees, expenses, costs or liabilities incurred by any Collateral Trustee as a result of its gross negligence or willful misconduct in performing or failing to perform any of its duties to the parties hereto expressly set forth herein; provided, however, that nothing herein is intended to relieve the Grantors of their duties to pay such costs, fees, expenses and liabilities otherwise payable to the Collateral Trustees from funds outside of the Collateral Account, as required by this Agreement; SECOND, to the Collateral Trustees (without duplication) in an amount equal to the Collateral Trustees' Fees which are unpaid as of the Distribution Date and to any Representative which has theretofore advanced or paid any such Collateral Trustees' Fees in an amount equal to the amount thereof so advanced or paid by such Representative prior to such Distribution Date; provided, however, that nothing herein is intended to relieve the Grantors of their duties to pay such fees and claims from funds outside of the Collateral Account, as required by this Agreement; THIRD, in accordance with paragraph (b) below, with respect to any proceeds, ratably to the Representatives on behalf of the respective Secured Holders for application to the Secured Obligations of such Secured Holders, or, to be held by such Representative (or by the Corporate Trustee on behalf of such Representative pursuant to Section 5.02 or otherwise) pending such application, until all such Secured Obligations have been paid in full; and FOURTH, any surplus remaining after the payment in full in cash of the Secured Obligations (the amounts so applied to be distributed 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); THIRDshall, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, pursuant to the Loan Partiesprovisions of Section 8.02, their be paid to the applicable Grantor, 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 Collateral Agent shall have sole 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.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any Any amounts received on account of the Secured Obligations collected by Lender hereunder shall be applied by the Administrative AgentLender, to pay, in accordance with such order as Lender shall elect, the following provision and/or the similar provisions Indebtedness, including all principal; accrued, unpaid interest; prepayment fees; late charges; advances; and all costs and expenses, including attorneys’ fees, incurred by Lender in operating, protecting, preserving and realizing on Lender’s interest in the Security Documents. Subject to Real Property including any fees incurred in the terms representation of Lender in any applicable intercreditor agreement then in effect proceeding under Xxxxx 00, Xxxxxx Xxxxxx Code; and contemplated by this any other amount due under the Loan Agreement, the Collateral Agent shall apply Notes, the proceeds Portfolio Mortgages or any other of the other Loan Documents. It is understood and agreed that neither the assignment of the Rents to Lender nor the exercise by Lender of any collection of its rights or sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, remedies under this Assignment shall be deemed to the payment of all reasonable and documented or invoiced outmake Lender a “mortgagee-ofin-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or sale possession” or otherwise in connection with this Agreement, any other Loan Document responsible or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 liable 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 manner with respect to the Secured ObligationsReal Property or the use, occupancy, enjoyment or operation of all or any portion thereof, unless and until Lender, in person or through its authorized agent, assumes actual possession thereof and executes and records a Certificate of Entry under M.G.L. Chapter 244, Sections 1 and 2 [confirm whether any local law provision], nor shall appointment of a receiver by any court at the request of Lender or by agreement with Assignor or the entering into possession of the Real Property or any part thereof by such receiver be deemed to make Lender a “mortgagee-in-possession” or otherwise responsible or liable in any manner with respect to the Real Property or the use, occupancy, enjoyment or operation of all or any portion thereof.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this the Credit Agreement, the Term Collateral Agent shall apply the proceeds of any collection or 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 and the Term Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank Xxxx Xxxxxxxx LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Term Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Term 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any other junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreementagreement; and FOURTH, to the Loan PartiesGrantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Term Collateral Agent shall have sole 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 Term Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Term 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 Term Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The Term 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.

Application of Proceeds. After The Noteholder Representative shall, subject to the exercise Intercreditor Agreement, after the acceleration of remedies provided for the principal amount of any of the Notes and in Section 7.01accordance with the Purchase Agreement, any amounts received on account apply all payments and proceeds in respect of the Secured Obligations shall be applied received by the Administrative AgentNoteholder Representative under any Note Document, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply including the proceeds of any collection collection, sale, foreclosure or sale of other realization upon the 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 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 and the Collateral Agent Noteholder Representative in connection with such collection collection, sale, foreclosure or sale other realization or otherwise in connection with this Agreement, any other Loan Note Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral Agent Noteholder Representative hereunder or under any other Loan Note 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 Note Document; SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed 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 THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan PartiesGrantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent Noteholder Representative (acting at the direction of the Required Noteholders) shall have sole 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 Noteholder Representative (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent Noteholder Representative or of the officer making the sale shall be a sufficient discharge to the Grantors and the purchaser or purchasers of the Collateral so sold and such Grantors, 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 Noteholder Representative or such officer or be answerable in any way for the misapplication thereof. The Collateral Agent Grantors shall have no liability to remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest Obligations, including any attorneys’ fees and other amounts outstanding with respect expenses incurred by the Noteholder Representative or any Secured Party to the Secured Obligationscollect such deficiency.

Application of Proceeds. After If, on any Mandatory Payment Date that a repayment of Loans or reduction of Commitments pursuant to Section 6(d)(i), (d)(ii) or (d)(iii) hereof would be required, the exercise of remedies provided for in Section 7.01Borrower is also required to repay an Allocated Amount under a Designated Bilateral Facility at such time, any amounts received then (x) the Borrower shall apply such Allocated Amount on account a pro rata basis (determined on the basis of the Secured Obligations aggregate outstanding principal amount at such time of the Loans and any indebtedness under any such Designated Bilateral Facility at such time) to the repayment of the Loans and the repayment of the indebtedness under such Designated Bilateral Facility, and the amount of repayment of the Loans that would have otherwise been required pursuant to Section 6(d)(i), (d)(ii) or (d)(iii) shall be reduced accordingly, (y) the outstanding Commitments and the commitments outstanding under the Designated Bilateral Facilities shall be reduced on a pro rata basis (determined on the basis of the aggregate outstanding Commitments hereunder and any commitments under any such Designated Bilateral Facility at such time) by the amount of such Mandatory Payment Amount and the Commitment reduction that would have otherwise been required pursuant to Section 6(d)(i), (d)(ii) or (d)(iii) shall be reduced accordingly and (z) the remainder, if any, of such Mandatory Payment Amount in excess of the Allocated Amount shall be applied by the Administrative AgentBorrower to repayment of the Loans in accordance with the terms hereof; provided that the Borrower shall deliver to the Lenders, prior to such Mandatory Payment Date, a certificate of a responsible officer of the Borrower setting forth in reasonable detail each of the Lender’s pro rata portion of the Allocated Amount, including the aggregate outstanding principal amount of any indebtedness and the aggregate commitment, in each case, at such time under any such Designated Bilateral Facility that requires a repayment or commitment reduction in connection with such Mandatory Payment Event at such time and provided, further, that to the extent any Lender or the lenders under any Designated Bilateral Facility decline to have such indebtedness repaid (any such amount, the “Declined Amount”), the pro rata portion (determined on the basis of the aggregate outstanding principal amount at such time of the Loans and any indebtedness under any Designated Bilateral Facility that has not declined such proceeds at such time) of such Declined Amount shall promptly (and in any event within five Business Days after the date of such rejection) be applied to pay the Loans and any indebtedness under any Designated Bilateral Facility that has not declined such proceeds, as applicable, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or 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 and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective DateSection 6(d) and to the extent reasonably determined by the Administrative Agent to be necessaryprovided, one local counsel in each relevant material jurisdiction andfurther, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that each of the lenders under each applicable Designated Bilateral Facility and the Lenders hereunder elect to decline to have such consultant or advisor has been Loans repaid, such Declined Amount may be retained with by the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.

Application of Proceeds. After (a) If any Collateral is sold or otherwise realized upon by the exercise Collateral Trustee in connection with any foreclosure, collection or other enforcement of remedies provided for Liens granted to the Collateral Trustee in Section 7.01the Parity Lien Security Documents, the Proceeds received by the Collateral Trustee from such foreclosure, collection or other enforcement and the Proceeds of any amounts title or other insurance policy received on account by the Collateral Trustee will be distributed by the Collateral Trustee, subject to the provisions of the Secured Obligations shall be applied by the Administrative AgentIntercreditor Agreement, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms order of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as followsapplication: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable and documented or invoiced out-of-pocket legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent and Collateral Trustee or any co-trustee or agent of the Collateral Agent Trustee in connection with such collection or sale or otherwise in connection with this Agreementany Parity Lien Security Document (including, any other Loan Document or any of the Secured Obligationsbut not limited to, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expensesindemnification obligations); SECOND, to the reasonable, documented and invoiced fees, charges and disbursements repayment of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions Indebtedness and other mattersObligations, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loansother than Parity Lien Obligations, to occur secured by a Permitted Prior Lien on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent sold or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely realized upon to the extent that such consultant other Indebtedness or advisor has been retained with the Borrower’s consent (such consent not Obligation is intended to be unreasonably withheld discharged (in whole or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses incurred in part) in connection with such sale; THIRD, to the exercise respective Parity Lien Debt Representatives equally and ratably for application to the payment of all outstanding Parity Lien Obligations that are then due and payable in such order as may be provided in the Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Parity Lien Obligations that are then due and payable (including, to the extent legally permitted, all interest accrued thereon after the commencement of any right Insolvency Proceeding at the rate, including any applicable post-default rate, specified in the Parity Lien Documents, even if such interest is not enforceable, allowable or remedy hereunder allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Document) of all outstanding letters of credit, if any, constituting Parity Lien Obligations); and FOURTH, any other Loan Document; SECOND, to surplus remaining after the payment in full in cash of the Secured Obligations (amounts described in the amounts so applied preceding clauses will be paid to be distributed among Company or the Secured Parties pro rata in accordance with applicable Guarantor, as the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRDcase may be, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.

Application of Proceeds. After the exercise occurrence of remedies provided for in Section 7.01an Event of Default and acceleration of the Obligations, all proceeds realized from any amounts received Borrower or on account of the Secured Obligations any Collateral shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to payment of that portion of the Obligations (excluding Obligations set forth in clause (c) of the definition thereof) constituting fees and indemnities due to the Agent, the Lenders and the Issuing Bank under the Loan Documents, and the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document Agreement 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 (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor Borrower or Facility Guarantor and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or hereunder, under any other Loan Document; SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them accrued and unpaid interest and principal on the date of any such distribution)Swingline Loans; THIRD, to any agent the payment of any junior secured debtaccrued and unpaid interest on the Revolving Loans; FOURTH, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreementpro rata to the payment of outstanding principal on the Revolving Loans; and FOURTHFIFTH, to the Loan PartiesCash Collateral Account as collateral for Letter of Credit Outstandings up to 105% thereof; SIXTH, to the payment of all Obligations of the Borrowers and Facility Guarantors set forth in clause (c)(i) of the definition of Obligations; SEVENTH, to the payment of all Obligations of the Borrowers and Facility Guarantors set forth in clause (c)(ii) of the definition of Obligations; and EIGHTH, to the Borrowers, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole discretion as Notwithstanding the foregoing, Excluded Swap Obligations with respect to the time of application of any such proceeds, moneys Borrower 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 Facility Guarantor shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent with amounts received from such Borrower or such officer Facility Guarantor or its assets, but appropriate adjustments shall 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 made with respect to payments from other Loan Parties to preserve the Secured Obligationsallocation to Obligations otherwise set forth above in this Section.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, (a) If any amounts received on account of the Secured Obligations shall be applied Collateral is sold or otherwise realized upon by the Administrative AgentCollateral Trustee in connection with any foreclosure, in accordance with collection, sale or other enforcement of Liens granted to the following provision and/or the similar provisions Collateral Trustee in the Security Documents. Subject to the terms of , whether or not any applicable intercreditor agreement then in effect and contemplated Insolvency or Liquidation Proceeding has been commenced by this Agreementor against GXS or any other Grantor, the proceeds (cash and non cash) received by the Collateral Agent Trustee from such foreclosure, collection, sale or other enforcement will be distributed by the Collateral Trustee in the following order of application; provided that, this order of application shall in no event apply to any amount held in the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, Escrow Account (as follows: defined in the Indenture): FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and expenses and any reasonable and documented or invoiced out-of-pocket legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent and Collateral Trustee or any co-trustee or agent of the Collateral Agent Trustee in connection with such collection or sale or otherwise in connection with this Agreementany Security Document (including, any other Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (but not limited, in the case of (x) legal fees to indemnification payments and expensesreimbursements); SECOND, to the reasonable, documented and invoiced fees, charges and disbursements repayment of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions Indebtedness and other mattersObligations, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loansother than Secured Debt Obligations, to occur secured by a Permitted Lien on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent sold or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely realized upon to the extent that such consultant other Indebtedness or advisor has been retained with the Borrower’s consent (such consent not Obligation is required to be unreasonably withheld or delayed))discharged in connection with such sale; THIRD, to the repayment Priority Lien Representative under the Revolving Credit Agreement for application to the payment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor outstanding First Out Revolver Debt and any other costs or expenses incurred First Out Obligations that are then due and payable, in connection with such order as may be provided in the exercise Revolving Credit Agreement in an amount sufficient to pay in full in cash all outstanding First Out Revolver Debt and all other First Out Obligations that are then due and payable, including all interest accrued thereon after the commencement of any right Insolvency or remedy hereunder Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Revolving Credit Agreement, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the Revolving Credit Agreement) of all outstanding letters of credit constituting First Out Revolver Debt; FOURTH, ratably, to the respective Priority Lien Representatives for application to the payment of all other outstanding Priority Lien Debt and all other Priority Lien Obligations that are then due and payable, in such order as may be provided in the Priority Lien Documents in an amount sufficient to pay in full in cash all such Priority Lien Debt and all such other Priority Lien Obligations that are then due and payable, including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Priority Lien Document) of all outstanding letters of credit constituting such other Priority Lien Debt; FIFTH, to the respective Junior Lien Representatives for application to the payment of all outstanding Junior Lien Debt and any other Loan Junior Lien Obligations that are then due and payable in such order as may be provided in the Junior Lien Documents in an amount sufficient to pay in full in cash all outstanding Junior Lien Debt and all other Junior Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Junior Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Junior Lien Document) of all outstanding letters of credit, if any, constituting Junior Lien Debt); SECONDand SIXTH, to any surplus remaining after the payment in full in cash of the Secured Obligations (amounts described in the amounts so applied to preceding clauses will be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, paid to the Loan Partiesapplicable Grantor, their as the case may be, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the (a) The Collateral Agent shall Trustee will apply the proceeds of any collection collection, sale by the Collateral Trustee, foreclosure or sale other realization upon, or exercise of any right or remedy with respect to, any Collateral and the proceeds of any title insurance or other insurance policy required under any Parity Lien Document or otherwise covering the Collateral, including and any Collateral consisting condemnation proceeds with respect to the Collateral, in the following order of cash, as followsapplication: FIRST, to the payment of all amounts then due and payable under this Agreement on account of the Collateral Trustee’s fees and any costs, expenses, reasonable legal fees (including reasonable legal fees and documented costs of counsel to the Collateral Trustee) or invoiced out-of-pocket costs and expenses other liabilities of any kind incurred by the Administrative Agent and Collateral Trustee or any co-trustee or agent of the Collateral Agent Trustee in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Parity Lien Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultantincluding, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent not limited to, indemnification obligations (such consent not to be unreasonably withheld or delayedother than contingent indemnification obligations)), the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor in each case, in accordance with Sections 7.8 and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document7.9; SECOND, to the respective Parity Lien Representatives equally and ratably for application to the payment of all outstanding Parity Lien Debt and any other Parity Lien Obligations that are then due and payable in such order as may be provided in the Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Parity Lien Debt and all other Parity Lien Obligations that are then due and payable (including, to the extent legally permitted, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Parity Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding but excluding contingent indemnity obligations for which no claim has been made) and including the discharge or cash collateralization (at the lower of (A) 105% of the aggregate undrawn amount thereof and (B) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Documents) of all outstanding letters of credit, if any, constituting Parity Lien Debt; provided, however, that for purposes of determining the amount of Parity Lien Obligations owed to any Secured Hedge Counterparty that is also a Forward Purchase Secured Hedge Counterparty pursuant to this clause second, the gross amount of Parity Lien Obligations (other than any amount payable in respect of any Forward Purchase Contract) and the gross amount of Parity Lien Obligations in respect of Forward Purchase Contracts shall be calculated separately (without regard to any netting between Forward Purchase Contracts and other Swap Contracts) and the amount of Parity Lien Obligations payable to such Secured Hedge Counterparty that is also a Forward Purchase Secured Hedge Counterparty in respect of such Forward Purchase Contracts shall be limited to such Forward Purchase Secured Hedge Counterparty’s Forward Purchase Limited Exposure; provided, further that in no event shall the Parity Lien Obligations owing to a Forward Purchase Secured Hedge Counterparty under this clause second exceed the net Parity Lien Obligations of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement Hedge Counterparties then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.outstanding;

Application of Proceeds. After The security interests, assignments, pledges, liens, charges and encumbrances now existing or hereafter created or arising in favor of the Collateral Agent for the benefit of the Secured Parties with respect to the Collateral and securing the Obligations shall be of equal priority, operation and effect amongst all Secured Parties. Notwithstanding the foregoing and without regard to whether Collateral is disposed of by the Collateral Agent in the exercise of remedies provided for in Section 7.01its rights as a Secured Party, any amounts received on account after an Event of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms Default and so long as such Event of any applicable intercreditor agreement then in effect and contemplated by this AgreementDefault is continuing, the Collateral Agent shall apply the proceeds of any collection or sale of the Collateral, including including, without limitation, any proceeds from the sale of all or substantially all of the assets of the Grantors, as well as any Collateral consisting of cash, or any collateral granted under any other of the Security Documents, as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent Agents and the Collateral Agent Lenders (to the extent the Lenders are entitled to the same under Section 10.3 of the Credit Agreement) in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document Agreement or any of the Secured Obligations, including including, without limitation, (i) all reasonable and documented or invoiced out-of-pocket court costs and the reasonable fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (yii) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral Agent Agents hereunder or under any other Loan Document Document, on behalf of either Borrower or any Grantor Grantor, and (iii) 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, the payment of all accrued and unpaid interest on the Swingline Loans and then to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them outstanding principal on the date of any such distribution)Swingline Loans; THIRD, to any agent the payment of any junior secured debtall accrued and unpaid interest on the Revolving Loans, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreementpro rata based upon the outstanding principal balances thereof; and FOURTH, to the payment of all outstanding principal on the Revolving Loans, pro rata based upon the outstanding principal balances thereof; FIFTH, to the payment of all accrued and unpaid Breakage Fees; SIXTH, to the Cash Collateral Account as collateral for Letter of Credit Outstandings up to 105% thereof; SEVENTH, to the payment of all Facility Fees and Letter of Credit Fees due to the Agents and the Revolving Lenders under the Loan PartiesDocuments; EIGHTH, to the payment of all accrued and unpaid interest and all principal due to the Term Lender; NINTH, to payment of all other fees due to the Agents and pro rata fees due to the Revolving Lenders under the Loan Documents (excluding the Revolving Loan Early Termination Fee, if any); TENTH, to the payment of all fees due to the Term Lender (excluding the Term Loan Early Termination Fee, if any); ELEVENTH, to the payment, on a pari passu basis, of the Revolving Loan Early Termination Fee pro rata to the Revolving Lenders and the Term Loan Early Termination Fee to the Term Lender; TWELFTH, to the payment of all Obligations (both as defined in the Credit Agreement or in the Facility Guaranty) of the Borrowers and the Grantors due under any Hedging Agreements, including without limitation fees relating thereto; THIRTEENTH, to the payment of any unpaid Obligations (both as defined in the Credit Agreement or in the Facility Guaranty) of the Borrowers and the Grantors; and FOURTEENTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale or other disposition of the Collateral whether by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding)) or otherwise, the receipt of the Collateral Agent or of the officer making the sale or other disposition shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold or otherwise disposed of 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.”

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the The Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection collection, sale, foreclosure or sale of Collateral, including other realization upon 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 and the Collateral Agent in connection with such collection collection, sale, foreclosure or sale realization 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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 THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan PartiesGrantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Administrative Agent shall have sole 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 have no liability not be applied to any Excluded Swap Obligation of the Secured Parties for actions taken in reliance on information supplied such Grantor and shall instead be applied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the The proceeds of any collection or sale of Collateral, including as well as any Collateral consisting of cash, shall be applied by the Agent as follows: FIRST, to the Agent to reimburse the Agent for that portion of the payments, if any, made by it with respect to Letters of Credit for which a Lender, as a participant in such Letter of Credit pursuant to Section 2.18 of the Credit Agreement, failed to pay its pro rata share thereof as required pursuant to such Section 2.18; SECOND, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Document Agreement or any of the Secured Obligations, including including, but not limited to, all reasonable and documented or invoiced out-of-pocket court costs and the reasonable fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor the Grantors and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under hereunder; THIRD, to the Agent to be held as cash collateral to the extent of the undrawn amounts, if any, of outstanding Letters of Credit; FOURTH, pro rata to the payment in full of principal and interest in respect of any other Loan DocumentLoans outstanding (pro rata as among the Lenders in accordance with the amounts of the Loans made by them pursuant to the Credit Agreement); SECONDFIFTH, to the payment in full of the all Secured Obligations (other than those referred to above) owed to the amounts so applied to be distributed Lenders (pro rata as among the Secured Parties pro rata Lenders in accordance with the amounts of the Secured Obligations owed to them each Lender on the date of any such distribution); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTHSIXTH, to the Loan PartiesIndenture Trustee for the Senior Secured Notes, to the appropriate Grantors, their successors or and assigns, or to whosoever may be lawfully entitled to receive same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 including, without limitation, 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.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01Lender may at its option apply all amounts recovered under any insurance policy maintained by Borrower hereunder, any amounts and all net awards received by it on account of any Taking (collectively, “Proceeds”), to the Secured Obligations extent such Proceeds are equal to or exceed $100,000.00, in any one or more of the following ways: (a) as provided in Section 5.09, regardless of whether part or all of the indebtedness secured hereby shall then be matured or unmatured (provided that to the extent that any sums shall remain outstanding under this Security Instrument or the Note after such application, the obligations of Borrower to repay such sums shall continue in full force and effect and Borrower shall not be excused in the payment thereof), or (b) to fulfill any of the covenants contained herein as Lender may determine, or (c) released to Borrower for application to the cost of restoration and/or replacement of all or part of the Property. Any Proceeds which Lender shall determine to release to Borrower for the restoration and/or replacement of all or part of the Property shall be applied held by Lender without payment or allowance of interest thereon and shall be paid out from time to time upon compliance by Borrower with such provisions and requirements as may be reasonably imposed by Lender (which provisions and requirements shall provide, among other things, that disbursements shall only be made in reimbursement of invoices previously paid for work done in accordance with plans and specifications reasonably approved of by Lender and then only upon (i) a certification of compliance by a licensed architect that the Administrative Agent, work to be reimbursed was performed in accordance with the following provision and/or approved plans and specifications and performed in a good and workmanlike manner and (ii) the similar provisions delivery of lien waivers for the sums being paid). To the extent the Proceeds are in an amount less than $100,000.00, such Proceeds shall be released directly to Borrower so that Borrower may restore the Security Documents. Subject Premises to substantially the same condition as the Premises was in immediately prior to the terms of any applicable intercreditor agreement then in effect and contemplated Taking. Proceeds held by this Agreement, the Collateral Agent shall apply the proceeds of any collection or 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 and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 this Section 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 deemed trust funds, 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 not bear interest and Lender may commingle same with its other amounts outstanding with respect to the Secured Obligationsfunds.

Application of Proceeds. After All monies received by the exercise of remedies provided for in Section 7.01Bank from any proceeding instituted or step taken under this Assignment or any Security Documents (if any) shall subject to statutory priorities (if any), any amounts received on account of the Secured Obligations shall be applied by the Administrative AgentBank:- FIRST in payment of any quit rents, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject taxes assessments fees lawful outgoing and other fees due and payable to the terms relevant authorities by the Customer and / or the Assignor in respect of the Property or any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection other property charged or sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, assigned to the Bank as security for the Secured Amounts; SECOND in payment of all reasonable costs, charges and documented or invoiced out-of-pocket costs and other expenses incurred and payments made by the Administrative Agent and the Collateral Agent in connection with such collection Bank or sale or otherwise in connection with this Agreement, any other Loan Document Security Documents (if any) and any other taxes payable under any written law for the time being in force on the disposal of the Property; THIRD in or any towards payment to the Bank of the Secured Obligations, including Amounts due and remaining unpaid and of all reasonable other monies due and documented remaining unpaid under this Assignment and Master Facility Agreement; FOURTH in or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, towards payment to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of Customer and/or the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and Assignor’s liabilities to the extent reasonably determined by the Administrative Agent to Bank (whether such liabilities be necessarypresent, one local counsel in each relevant material jurisdiction andfuture, in the case of an actual actual, contingent, primary, secondary, collateral, secured or perceived conflict of interest where the Collateral Agent unsecured, several or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (yjoint) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or 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 the Secured Obligations (Bank to receive the amounts so applied full amount to which it would have been entitled if the primary order had been observed or any lesser amount which the sum ultimately realized from the security may be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed sufficient to them on the date of any such distribution); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 Obligationspay.

Application of Proceeds. After The Collateral Agent shall apply the exercise proceeds of remedies provided for in Section 7.01, any amounts received on account collection or sale of the Secured Obligations shall be applied by the Administrative Agent, Collateral in accordance with the following provision and/or terms specified in Section 2.01(b) of the similar provisions in Intercreditor Agreement. In the Security Documents. Subject to the terms of any applicable intercreditor agreement then event no Intercreditor Agreement is in effect and contemplated by this Agreementat any time, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable agent’s fees and documented or invoiced out-of-pocket collateral management fees of the Collateral Agent and all fees, costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or sale or otherwise in connection with this Agreement, any other Loan Note Document, any other LC Facility Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel counsel, all amounts payable in respect of Indemnified Liabilities (limited, as defined in the case of (xReal Estate Collateral Management Agreement) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent such Indemnified Liabilities are matured, payable and owing to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies and its related Indemnified Parties (as defined in the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)Real Estate Collateral Management Agreement), the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder hereunder, under any other Note Document or under any other Loan LC Facility 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, under any other Note Document or under any other Loan LC Facility Document; SECOND, to the payment in full of the Secured LC Facility Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured LC Facility Obligations owed to them on the date of any such distribution); THIRD, to any agent the payment in full of any junior secured debt, the Notes Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Notes Obligations owed to them on the date of any applicable intercreditor agreement then in effect and contemplated by this Agreementsuch distribution); and FOURTH, to the Loan PartiesGrantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent is hereby authorized to establish and maintain as a blocked account under the sole dominion and control of the Collateral Agent, a restricted deposit account designated as “Xxxx Homes Collateral Account” into which the Collateral Agent may deposit proceeds of Collateral. All amounts at any time held in the Collateral Account shall be beneficially owned by Grantors but shall be held in the name of the Collateral Agent hereunder, as collateral security for the Obligations upon the terms and conditions set forth herein. Grantors shall have sole discretion no right to withdraw, transfer or, except as expressly set forth herein or in the Intercreditor Agreement, otherwise receive any funds deposited into the Collateral Account. Cash held by the Collateral Agent in the Collateral Account shall not be invested by the Collateral Agent but instead shall be maintained as a cash deposit in the Collateral Account pending application thereof as elsewhere provided in this Agreement or in the Intercreditor Agreement. Subject to the time Collateral Agent’s rights hereunder, any interest, if any, earned on deposits of application of any cash in the Collateral Account shall be deposited directly in, and held in, the Collateral Account. The Collateral Agent is hereby authorized to establish and maintain accounts at such proceeds, moneys banking institutions necessary or balances appropriate to receive and distribute 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)Section 5.02, the receipt of Security Documents, the Collateral Agent or of LC Facility Documents and 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 ObligationsNotes Documents.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. (a) Subject to the terms of any applicable intercreditor agreement then the U.S. Collateral Trust Agreement as in effect and contemplated from time to time, if any U.S. Collateral is sold or otherwise realized upon by this Agreementthe U.S. Collateral Trustee in connection with any foreclosure, collection or other enforcement of Liens granted to the U.S. Collateral Trustee in the U.S. Security Documents, the proceeds received by the U.S. Collateral Agent shall apply the proceeds of any Trustee from such foreclosure, collection or sale of Collateral, including any other enforcement will be distributed by the U.S. Collateral consisting of cash, as followsTrustee to the Trustee for application by the Trustee in the following order: FIRST, ratably, to the Trustee and the U.S. Collateral Trustee toward the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by amounts due to the Administrative Agent Trustee and the U.S. Collateral Agent in connection with such collection or sale or otherwise in connection with this AgreementTrustee under Section 7.06 hereof, any other Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined U.S. Collateral Trustee under any U.S. Security Document, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in Trustee and the case of an actual or perceived conflict of interest where the U.S. Collateral Agent Trustee or any Lender affected by such conflict notifies the Borrower co-trustee or agent of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the U.S. 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 DocumentTrustee; SECOND, to Holders of U.S. Notes for Obligations in respect of the U.S. Notes that are then due and payable in an amount sufficient to pay in full in cash all outstanding Obligations in respect of such U.S. Notes that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), ratably, without preference or priority of any kind, according to the amounts due and payable on the U.S. Notes for principal, premium, if any, and interest, if any, respectively; and THIRD, any surplus remaining after the payment in full in cash of the Secured Obligations (amounts described in the amounts so applied to preceding clauses will be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, paid to the Loan PartiesU.S. Issuer or the applicable U.S. Guarantor, their as the case may be, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect the First Lien Intercreditor Agreement and contemplated by this the Second Lien Intercreditor Agreement, in each case, if executed, any amount received by the Administrative Agent or the Collateral Agent shall apply the from any Credit Party (or from proceeds of any collection Collateral) following any acceleration of the Obligations under this Agreement or sale any Event of Collateral, including any Collateral consisting of cash, as followsDefault with respect to the Borrowers under Section 11.4 shall be applied: FIRST(i). first, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and or the Collateral Agent in connection with such any collection or sale of the Collateral or otherwise in connection with this Agreement, any other Loan Document or any of the Secured ObligationsCredit Document, including all reasonable and documented or invoiced out-of-pocket court costs and the reasonable fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Credit Document on behalf of any Grantor Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentCredit Document to the extent reimbursable hereunder or thereunder; SECOND(ii). second, to the payment in full of the Secured Parties, an amount (x) equal to all Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed owing to them on the date of any such distribution); THIRD, distribution and (y) sufficient to any agent Cash Collateralize all Letters of Credit Outstanding on the date of any junior secured debtdistribution, and, if such moneys shall be insufficient to pay such amounts in accordance with full and Cash Collateralize all Letters of Credit Outstanding, then ratably (without priority of any applicable intercreditor agreement then one over any other) to such Secured Parties in effect proportion to the unpaid amounts thereof and contemplated by this Agreementto Cash Collateralize the Letters of Credit Outstanding; and FOURTH(iii). third, any surplus then remaining shall be paid to the Loan Parties, applicable Credit Parties or their successors or assigns, assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole discretion as ; provided that any amount applied to Cash Collateralize any Letters of Credit Outstanding that has not been applied to reimburse the Borrowers for Unpaid Drawings under the applicable Letters of Credit at the time of application expiration of any all such proceeds, moneys or balances in accordance with this Agreement. Upon any sale Letters of Collateral Credit shall be applied by the Collateral Administrative Agent in the order specified -180- in clauses (including pursuant to a power of sale granted by statute or under a judicial proceeding)i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in 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 Commodity Exchange Act) shall not be obligated applied 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 thereofits Obligations that are Excluded Swap Obligations. 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.11.14

Application of Proceeds. After In addition to any other rights, options and remedies Lender has 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 or any proceeds thereof upon exercise of its remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations hereunder shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms order of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as followspriority: FIRST(i) first, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by of such collection, storage, lease, holding, operation, management, sale, disposition or delivery and of conducting Borrowers’ business and of maintenance, repairs, replacements, alterations, additions and improvements of or to the Administrative Agent Collateral, and to the payment of all sums which Lender may be required or may elect to pay, if any, for taxes, assessments, insurance and other charges upon the Collateral Agent or part thereof, and all other payments that Lender may be required or authorized to make under any provision of this Agreement (including 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, expert witness fees, liabilities and advances made or incurred in connection with therewith, whether litigation is commenced or not); (ii) second, to the payment of all Obligations as provided herein, (iii) third, to the satisfaction of Indebtedness secured by any subordinate security interest of record in the Collateral if written notification of demand therefor is received before distribution of the proceeds is completed, provided, that, if requested by Lender, the holder of a subordinate security interest shall furnish reasonable proof of its interest, and unless it does so, Lender need not address its claims; and (iv) fourth, to the payment of any surplus then remaining to Borrowers, unless otherwise provided by applicable Law or directed by a court of competent jurisdiction, provided that Borrowers shall be liable for any deficiency if such collection or sale or otherwise in connection with this Agreement, any other Loan Document proceeds are insufficient to satisfy the Obligations or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, other items referred to in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 ObligationsSection.

Application of Proceeds. After In the exercise event Borrowers shall suffer any loss covered by insurance in excess of remedies provided $100,000, Borrowers shall promptly notify Lender in writing, and each Borrower for itself, hereby agrees to and hereby authorizes and directs each and every insurance company concerned to make all such payments for losses which exceed $100,000 directly and solely to Lender (who may, but need not, make proof of loss) and Lender is hereby authorized to adjust, collect and compromise in Section 7.01its discretion all claims under all such policies, and each Borrower shall sign, upon demand by Xxxxxx, all receipts, vouchers and releases required by such insurance companies; PROVIDED, that other than after the occurrence and during the continuance of an Event of Default, any amounts Borrower may adjust, collect and compromise insurance claims upon notice to and with Xxxxxx's consent (which shall be exercised reasonably and in good faith), provided further such Borrower is acting reasonably and diligently. In the event any Borrower shall be awarded any amount pursuant to any condemnation proceeding or the taking or injury to any property for public use, Borrowers shall immediately notify Lender in writing if such condemnation or taking has a Material Adverse Effect on any Borrower, and Borrowers agree that the proceeds of all such awards shall be paid to Xxxxxx and authorize Xxxxxx, on behalf and in the name of Borrowers to execute and deliver valid acquittances for and to appeal from any such award. Borrowers shall also immediately notify Lender of any actual or threatened condemnation or eminent domain proceedings which could reasonably be expected to have a Material Adverse Effect and shall give Lender at any time any additional instruments requested by Xxxxxx for the purpose of validly and sufficiently assigning all awards or appealing any such award. Insurance proceeds and awards described in this SECTION 7.6 (collectively, "LOSS PROCEEDS"), or any part thereof, received on account of the Secured Obligations shall by Lender, after deducting therefrom any expenses incurred, may be applied by Lender at its option (i) to the Administrative Agentrepair or restoration of the property suffering any loss, in accordance with condemnation or taking ("LOSS PROPERTY"), (ii) to the following provision and/or payment of the similar provisions in the Security DocumentsLiabilities. Subject Lender shall not be held responsible for any failure to collect any insurance proceeds due under the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreementpolicy regardless of the cause of such failure unless due to the gross negligence or wilful misconduct of Lender. Notwithstanding the foregoing, the Collateral Agent Xxxxxx agrees any Loss Proceeds shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, be applied as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.:

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this the Credit Agreement, the Term Collateral Agent shall apply the proceeds of any collection or 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 and the Term Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank Xxxxxx Xxxxxx & Xxxxxxx LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Term Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Term 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any other junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreementagreement; and FOURTH, to the Loan PartiesGrantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Term Collateral Agent shall have sole 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 Term Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Term 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 Term Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The Term 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.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01Subject to, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agentif executed, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Acceptable Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent shall apply the from any Credit Party (or from proceeds of any collection Collateral) following any acceleration of the Obligations under this Agreement or sale any Event of Collateral, including any Collateral consisting of cash, as followsDefault with respect to the Borrowers under Section 11.4 shall be applied: FIRSTSection 534. first, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and or the Collateral Agent in connection with such any collection or sale of the Collateral or otherwise in connection with this Agreement, any other Loan Document or any of the Secured ObligationsCredit Document, including all reasonable and documented or invoiced out-of-pocket court costs and the reasonable fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Loan Credit Document on behalf of any Grantor Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan DocumentCredit Document to the extent reimbursable hereunder or thereunder; SECONDSection 535. second, to the payment in full of the Secured Parties, an amount (x) equal to all Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed owing to them on the date of any such distribution); THIRD, distribution and (y) sufficient to any agent Cash Collateralize all Letters of Credit Outstanding on the date of any junior secured debtdistribution, and, if such moneys shall be insufficient to pay such amounts in accordance with full and Cash Collateralize all Letters of Credit Outstanding, then ratably (without priority of any applicable intercreditor agreement then one over any other) to such Secured Parties in effect proportion to the unpaid amounts thereof and contemplated by this Agreementto Cash Collateralize the Letters of Credit Outstanding; and FOURTHSection 536. third, after all Obligations have been paid in full or otherwise backstopped to the Loan Partiesextent required hereby, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns, assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole discretion as ; #96533218v9 provided that any amount applied to Cash Collateralize any Letters of Credit Outstanding that has not been applied to reimburse the Borrowers for Unpaid Drawings under the applicable Letters of Credit at the time of application expiration of any all such proceeds, moneys or balances in accordance with this Agreement. Upon any sale Letters of Collateral Credit shall be applied by the Collateral Administrative Agent in the order specified in clauses (including pursuant to a power of sale granted by statute or under a judicial proceeding)a) through (c) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in 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 Commodity Exchange Act) shall not be obligated applied 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 its Obligations that are Excluded Swap Obligations.

Application of Proceeds. After Except as expressly provided elsewhere in this Agreement, and subject to the exercise Intercreditor Agreement, all proceeds received by the Collateral Agent in respect of remedies provided for in Section 7.01any sale of, any amounts received on account collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by the Collateral Agent against, the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms order of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as followspriority: FIRSTfirst, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by 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 in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessaryin connection therewith, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where and all amounts for which the Collateral Agent or any Lender affected by such conflict notifies and the Borrower of the existence of such conflict Administrative Agent are entitled to indemnification hereunder (in their respective capacities as Collateral Agent and thereafter retains its own counsel, one additional conflicts counsel Administrative Agent and (ynot as a Lender) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Collateral Agent and the Administrative Agent for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by the Collateral Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs 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 the all other Secured Obligations (other than those Secured Obligations associated with Hedge Agreements or documentation governing any Cash Management Product) for the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts ratable benefit of the Secured Obligations owed Lenders and the Lender Counterparties (other than a Lender Counterparty who is a counterparty to them on the date of a Hedge Agreement or documentation governing any such distributionCash Management Product); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTHthird, to the Loan Partiesextent of any excess of such proceeds, their successors to the payment of Secured Obligations comprised of Obligations associated with Hedge Agreements and Cash Management Products, and fourth, to the extent of any excess of such proceeds, to the payment to or assigns, upon the order of the applicable Grantor or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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.

Application of Proceeds. After All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral pursuant to the exercise by it of its remedies as a secured party as provided for in Section 7.019 of this Agreement shall, any amounts received on account in the discretion of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated be held by this Agreement, the Collateral Agent as collateral for, and then at any time thereafter shall, upon instruction from the Administrative Agent, be applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 10.4 of the Credit Agreement) in whole or in part against, all or any part of the Second Priority Obligations in such order as provided for in the Credit Agreement and the Intercreditor Agreement. Any surplus of such cash or cash proceeds held by the Collateral Agent and remaining after payment in full of all the Second Priority Obligations shall apply be promptly paid over to the Grantors or to whomever may be at such time lawfully entitled to receive such surplus. Each Grantor shall remain liable for any deficiency if the proceeds of any such sale, collection or sale of Collateral, including any Collateral consisting of cash, as follows: FIRST, other realization are insufficient to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and the Collateral Agent in connection with such collection or 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 pay its Second Priority Obligations and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined attorneys employed by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by Second Priority Secured Party to collect such conflict notifies the Borrower of the existence of such conflict deficiency. Section 11. No Waiver, Discontinuance Of Proceeding. (a) Each and thereafter retains its own counselevery right, one additional conflicts counsel power and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have sole 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 hereby specifically given to the Collateral Agent or otherwise in this Agreement shall be cumulative and shall be in addition to every other right, power and remedy specifically given under this Agreement, the Credit Agreement or the other Loan Documents now or hereafter existing at law, in equity or by statute and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time or simultaneously and as often and in such officer order as may be deemed expedient by the Collateral Agent. All such rights, powers and remedies shall be cumulative and the exercise or the beginning of the exercise of one shall not be answerable deemed a waiver of the right to exercise any other or others. No delay or omission of the Collateral Agent in the exercise of any such right, power or remedy and no renewal or extension of any of the Second Priority Obligations shall impair any such right, power or remedy or shall be construed to be a waiver of any default or Event of Default or an acquiescence therein. No notice to or demand on any Grantor in any way for case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the misapplication thereofrights of the Collateral Agent to any other or further action in any circumstances without notice or demand. The In the event that the Collateral Agent shall bring any suit to enforce any of its rights hereunder and shall be entitled to judgment, then in such suit the Collateral Agent may recover reasonable expenses, including reasonable attorneys’ fees, and the amounts thereof shall be included in such judgment. (b) In the event the Collateral Agent shall have no liability instituted any proceeding to enforce any of right, power or remedy under this Agreement, the Secured Parties for actions taken in reliance on information supplied to it as to Credit Agreement or the amounts of unpaid principal other Loan Documents by foreclosure, sale, entry or otherwise, and interest and other amounts outstanding with respect to the Secured Obligations.such proceeding shall have been

Application of Proceeds. After (a) Revolving Nature of ABL Obligations. The Term Agent, for and on behalf of itself and the exercise Term Noteholders, expressly acknowledges and agrees that (i) any ABL Credit Agreement is a revolving commitment, that in the ordinary course of remedies provided for business, the ABL Agent and the ABL Lenders will apply payments and make advances thereunder, and that no application of any Payment Collateral or Cash Collateral or the release of any Lien by the ABL Agent upon any portion of the Collateral in Section 7.01connection with a permitted disposition under any ABL Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Term Secured Parties and without affecting the provisions hereof; and (iii) all Payment Collateral or Cash Collateral received by the ABL Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the ABL Obligations at any time; provided, however, that from and after the date on which the ABL Agent (or any ABL Lender) commences the Exercise of Any Secured Creditor Remedies, all amounts received on account of by the Secured Obligations ABL Agent or any ABL Lender shall be applied by the Administrative Agent, as specified in accordance with the following provision and/or the similar provisions in the Security Documents. Subject to the terms of any applicable intercreditor agreement then in effect and contemplated by this Agreement, the Collateral Agent shall apply the proceeds of any collection or 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 and the Collateral Agent in connection with such collection or 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 fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Milbank LLP for any and all of the foregoing in connection with the Transactions and other matters, including the primary syndication of the Initial Term Loans or the Amendment No. 1 Refinancing Term Loans, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the 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 in full of the Secured Obligations (the amounts so applied to be distributed 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); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise directSection 4.1. The Collateral Agent shall have sole 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 Lien Priority shall not be obligated to see to altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the application of ABL Obligations or the Term Obligations, or any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication portion 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.