Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicable.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject Subject to the terms of Intercreditor Agreements and the Security Agreement, any Junior Lien Intercreditor Agreementafter the exercise of remedies provided for in Section 11.2 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 11.2(b)), any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any the Obligations shall be applied by the Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Loan Documents shallObligations (excluding the Other Liabilities) constituting fees, except as otherwise expressly provided hereinindemnities, be applied as follows: firstexpenses and other amounts (other than principal and interest, to pay all reasonable out-of-pocket but including costs and expenses payable under Section 12.6 and amounts payable under Section 3.3 and Section 6) payable to the Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Secured Parties (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due payable under Section 12.6 and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights amounts payable under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding Section 3.3 and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsSection 6), ratably among them in proportion to the applicable amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Obligations ratably among the Secured Parties in proportion to the respective amounts described in this clause “fourth” Third payable to them, and fifth; Fourth, to pay payment of that portion of the surplusObligations constituting unpaid principal of the Obligations (and termination payments and other amounts under secured Swap Contracts and ordinary course settlement payments under secured Swap Contracts), if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the applicable clause at such time. This Section 10.12 may be amended (payment of all other Obligations of the Loan Parties that are due and payable to the Agent and the Lenders hereby irrevocably authorize other Secured Parties on such date, ratably based upon the Administrative Agent to enter into any respective aggregate amounts of all such amendment) Obligations owing to the extent necessary to reflect differing amounts payableAgent and the other Secured Parties on such date; and Last, and priorities the balance, if any, after all of paymentsthe Obligations have been paid in full, to Lenders participating in any new classes the Parent Borrower or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableotherwise required by Law.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall apply all amounts collected or received by the Administrative Agent or any Lender on account part of amounts then due Proceeds constituting Collateral, and outstanding under any proceeds of the Loan Documents shallguarantee set forth in Section 2, except as otherwise expressly provided herein, be applied as followsin payment of the Secured Obligations in the following order: first, to pay all reasonable out-of-pocket costs unpaid and unreimbursed costs, expenses (including reasonable attorneys’ and fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights (including to reimburse ratably any other Secured Parties which have advanced any of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced same to the Collateral Agent or to preserve its security interest in the CollateralAgent), second, to pay the Administrative Agent, for application by it toward payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) amounts then due and owing hereunder of each and remaining unpaid in respect of the Lenders in connection with enforcing such Lender’s rights under Secured Obligations, pro rata among the Loan DocumentsSecured Parties according to the amount of the Secured Obligations then due and owing and remaining unpaid to the Secured Parties, and third, to pay interest on Loans the Administrative Agent, for application by it toward prepayment of the Secured Obligations, pro rata among the Secured Parties according to the amount of the Secured Obligations then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured held by the Security Agreement as Term Loan Facility Secured Parties. Any balance of such Proceeds remaining after the Secured Obligations (other than Unasserted Contingent Obligations) have been paid in full, ratably among the applicable Secured Parties in proportion shall be paid over to the respective amounts described in this clause “fourth” payable Borrower or to them, and fifth, to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same. To For purposes of this Section, to the extent that any amounts available for Obligation is unmatured or unliquidated (other than Unasserted Contingent Obligations) at the time any distribution is to be made pursuant to the second clause “third” above, the Collateral Agent shall allocate a portion of the amount to be distributed pursuant to such clause for the benefit of the Secured Parties holding such Secured Obligations and shall hold such amounts for the benefit of such Secured Parties until such time as such Secured Obligations become matured or “fourth” above are insufficient to pay all obligations described therein in full, liquidated at which time such moneys amounts shall be allocated pro rata among the applicable Secured Parties in proportion distributed to the respective amounts described in the applicable clause at holders of such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) Secured Obligations to the extent necessary to reflect differing amounts payablepay such Secured Obligations in full (with any excess to be distributed in accordance with this Section as if distributed at such time). In making determinations and allocations required by this Section, the Collateral Agent may conclusively rely upon information provided to it by the holder of the relevant Secured Obligations (which, in the case of the immediately preceding sentence shall be a reasonable estimate of the amount of the Secured Obligations) and priorities shall not be required to, or be responsible for, ascertaining the existence of payments, to Lenders participating in or amount of any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableSecured Obligations.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Lenders New First Lien Collateral Agent, for and on behalf of itself and the Administrative New First Lien Secured Parties, expressly acknowledges and agrees that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Collateral Agent agreeand the ABL Secured Parties will apply payments and make advances thereunder, as among such parties, as follows: 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 4.10(b)(1) of the New First Lien Agreement (as in effect on the date hereof) or such additional amounts as consented to by the holders of New First Lien Obligations (in accordance with the provisions of the New First Lien Agreement), 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 Security AgreementABL Obligations may be modified, any Junior 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 New First Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after Secured Parties and without affecting the occurrence provisions hereof; and during the continuance of an Event of Default, (iii) all amounts collected or Receivables Collateral received by the Administrative ABL Collateral Agent may be applied, reversed, reapplied, credited, or any Lender on account of amounts then due and outstanding under any of the Loan Documents shallreborrowed, except as otherwise expressly provided herein, be applied as follows: firstin whole or in part, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and ABL Obligations at any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may The Lien Priority shall not be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into altered or otherwise affected by any such amendment) to , modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or Refinancing of either the extent necessary to reflect differing amounts payableABL Obligations or any New First Lien Obligations, and priorities of payments, to Lenders participating in or any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableportion thereof.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such LenderXxxxxx’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicable.

Application of Proceeds. The Lenders (a) If any Collateral is sold or otherwise realized upon by the Collateral Trustee in connection with any foreclosure, collection or other enforcement of Parity Liens or Junior Liens granted to the Collateral Trustee in the Security Documents, the proceeds received by the Collateral Trustee from such foreclosure, collection or other enforcement will be distributed by the Collateral Trustee 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 legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent agreeCollateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security Document; SECOND, ratably to the respective Parity Lien Representatives for application, after payment of any fees and expenses (including but not limited to, attorney’s fees and expenses) of such Parity Lien Representative, to the payment of all outstanding Notes and other Parity Lien Debt and any other Parity Lien Obligations that are then due and payable in such order as among may be provided in the relevant Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Notes and other Parity Lien Debt and all other Parity 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 relevant Parity Lien Documents, even if such partiesinterest is not enforceable, allowable or allowed as follows: subject 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 constituting Parity Lien Debt); THIRD, to the respective Junior Lien Representatives for application to the payment of all outstanding Junior Lien Debt and any other Junior Lien Obligations that are 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); and FOURTH, any surplus remaining after the payment in full in cash of the amounts described in the preceding clauses will be paid to EFIH, or its successors or assigns, or as a court of competent jurisdiction may direct. If any Junior Lien Representative or any holder of a Junior Lien Obligation collects or receives any proceeds in respect of any foreclosure, collection or other enforcement to which it was not entitled pursuant to the terms of the Security Agreementimmediately preceding paragraphs, whether after the commencement of any Insolvency or Liquidation Proceeding or otherwise, such Junior Lien Intercreditor AgreementRepresentative or such holder of a Junior Lien Obligation, any Other Intercreditor Agreement as the case may be, will forthwith deliver the same to the Collateral Trustee to be applied in accordance with the provisions set forth in the immediately preceding paragraphs. Until so delivered, such proceeds will be held by that Junior Lien Representative or any Intercreditor Agreement Supplementthat holder of a Junior Lien Obligation, after as the occurrence and during case may be, in trust for the continuance benefit of an Event the holders of Default, all amounts collected or the Parity Lien Obligations. These provisions will not apply to payments received by any holder of Junior Lien Obligations if such payments are not proceeds of, or the Administrative Agent or any Lender on account result of amounts then due a realization upon, Collateral. This Section 3.4(a) is intended for the benefit of, and outstanding under any will be enforceable as a third party beneficiary by, each present and future holder of Secured Debt Obligations, each present and future Secured Debt Representative and the Loan Documents shallCollateral Trustee as holder of Parity Liens and Junior Liens. The Secured Debt Representative of each future Series of Secured Lien Debt will be required to deliver a Collateral Trust Joinder, including a Lien Sharing and Priority Confirmation, to the Collateral Trustee and each other Secured Debt Representative as provided in Section 3.8 at the time of incurrence of such Series of Secured Lien Debt. In connection with the application of proceeds pursuant to Section 3.4(a), except as otherwise expressly provided hereindirected by an Act of Required Debtholders, be applied as follows: first, to pay all reasonable outthe Collateral Trustee may sell any non-of-pocket costs and expenses (including reasonable attorneys’ fees cash proceeds for cash prior to the extent provided herein) due and owing hereunder application of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableproceeds thereof.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL Intercreditor Agreement, any Junior Lien the Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay the Dollar Equivalent of principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements and Cash Management Obligations Bank Products Agreements permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the Dollar Equivalent of all other Term Loan Facility Obligations then owing to the Secured Parties, sixth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third, “fourth” or “fourthfifth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 Subsection 10.14 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 Subsections 2.8, 2.10 and 2.82.11, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts from such Guarantor pursuant to the preceding paragraph.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Lenders New First Lien Collateral Agent, for and on behalf of itself and the Administrative New First Lien Secured Parties, expressly acknowledges and agrees that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Collateral Agent agreeand the ABL Secured Parties will apply payments and make advances thereunder, as among such parties, as follows: 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 4.10(b)(1) of the New First Lien Agreements (as in effect on the date hereof) or such additional amounts as consented to by the holders of New First Lien Obligations (in accordance with the provisions of the New First Lien Agreements), 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 Security AgreementABL Obligations may be modified, any Junior 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 New First Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after Secured Parties and without affecting the occurrence provisions hereof; and during the continuance of an Event of Default, (iii) all amounts collected or Receivables Collateral received by the Administrative ABL Collateral Agent may be applied, reversed, reapplied, credited, or any Lender on account of amounts then due and outstanding under any of the Loan Documents shallreborrowed, except as otherwise expressly provided herein, be applied as follows: firstin whole or in part, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and ABL Obligations at any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may The Lien Priority shall not be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into altered or otherwise affected by any such amendment) to , modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or Refinancing of either the extent necessary to reflect differing amounts payableABL Obligations or any New First Lien Obligations, and priorities of payments, to Lenders participating in or any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableportion thereof.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject Subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during exercise of remedies provided for in Section 7.01, any amounts received on account of the continuance of an Event of Default, all amounts collected or received Secured Obligations shall be applied by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of Agents in the Loan Documents shall, except as otherwise expressly provided herein, be applied as followsfollowing order: first, to pay all reasonable out-of-pocket costs payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and expenses other amounts (including reasonable attorneys’ fees fees, charges and disbursements of counsel to the extent provided hereinrespective Administrative Agent, the Collateral Agent and amounts payable under Section 2.17) due and owing hereunder of payable to the respective Administrative Agent and the Collateral Agent in connection with enforcing the rights their capacities as such; second, to payment of that portion of the Agents Secured Obligations constituting fees, indemnities and other amounts payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders arising under the Loan Documents (including all expenses of sale or and amounts payable under Section 2.17 and not specifically referred to in clauses third and fourth below, other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under than Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Secured Swap Obligations), ratably among the applicable Secured Parties them in proportion to the respective amounts described in this clause “fourth” Second payable to them, and fifth; third, to pay payment of that portion of the surplusSecured Obligations constituting accrued and unpaid interest on the Loans, if anyL/C Borrowings and other Secured Obligations arising under the Loan Documents, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata ratably among the applicable Secured Parties Lenders in proportion to the respective amounts described in this clause Third payable to them; fourth, to payment of that portion of the applicable Secured Obligations constituting unpaid principal of the Loans and L/C Borrowings, and Secured Swap Obligations and Secured Cash Management Obligations, ratably among the Lenders and counterparties referred to in the definitions of “Secured Swap Obligations” and “Secured Cash Management Obligations” that are parties thereto in proportion to the respective amounts described in this clause at such time. This Section 10.12 may be amended (Fourth payable to them; fifth, to the payment of all other Secured Obligations of the Loan Parties that are due and payable to the Administrative Agents and the Lenders hereby irrevocably authorize other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the respective Administrative Agent to enter into and the other Secured Parties on such date; and last, the balance, if any, after the Secured Obligations have been paid in full, as may otherwise be required by any such amendment) Intercreditor Agreement and, thereafter, to the extent necessary Borrower or as otherwise required by Requirements of Law. Notwithstanding the foregoing, Excluded Swap Obligations with respect to reflect differing any Guarantor shall not be paid with amounts payablereceived from such Guarantor or its assets, and priorities of payments, but appropriate adjustments shall be made with respect to Lenders participating payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablethe Loan Documents.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts Any moneys collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, Trustee pursuant to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or this Article in respect of the Collateral Securities of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of Principal or interest, upon presentation of the several Securities and any sums advanced coupons appertaining to such Securities in respect of which moneys have been collected and noting thereon the payment, or issuing Securities of such series and tenor in reduced principal amounts in exchange for the presented Securities of such series and tenor if only partially paid, or upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee under Section 7.07 applicable to the Collateral Agent or Securities of such series in respect of which moneys have been collected; SECOND: In case the principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to preserve its security the payment of interest on the Securities of such series in default in the Collateral)order of the maturity of the installments of such interest, second, to pay all reasonable out-of-pocket costs and expenses with interest (including reasonable attorneys’ fees to the extent provided hereinthat such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference; THIRD: In case the principal of the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and owing hereunder of each payable, to the payment of the Lenders whole amount then owing and unpaid upon all the Securities of such series for Principal and interest, with interest upon the overdue Principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in connection with enforcing the case of Original Issue Discount Securities) specified in the Securities of such Lender’s rights under the Loan Documents, third, series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such Principal and interest on Loans then outstanding; fourthor Yield to Maturity, without preference or priority of Principal over interest or Yield to pay principal Maturity, or of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the interest or Yield to Maturity over Principal, or of any installment of interest over any other installment of interest, or of any Security Agreement as Term Loan Facility Obligationsof such series over any other Security of such series, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable aggregate of such Principal and accrued and unpaid interest or Yield to them, Maturity; and fifth, to pay FOURTH: To the surpluspayment of the remainder, if any, to whomever may be the Company or any other person lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablethereto.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms (a) If at any time any portion of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts monies collected or received by the Administrative Agent or any Lender on account would, but for the provisions of amounts then due and outstanding under any this Section 15(a), be payable pursuant to Section 12.03 of the Loan Documents shallCredit Agreement in respect of a Contingent Secured Obligation, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent shall not apply any monies to pay such Contingent Secured Obligation but instead shall request the holder thereof, at least 10 days before each proposed distribution hereunder, to notify the Administrative Agent as to the maximum amount of such Contingent Secured Obligation if then ascertainable (e.g., in the case of a letter of credit, the maximum amount available for subsequent drawings thereunder). If the holder of such Contingent Secured Obligation does not notify the Administrative Agent of the maximum ascertainable amount thereof at least two Business Days before such distribution, such holder will not be entitled to share in such distribution. If such holder does so notify the Administrative Agent as to the maximum ascertainable amount thereof, the Administrative Agent will allocate to such holder a portion of the monies to be distributed in such distribution, calculated as if such Contingent Secured Obligation were outstanding in such maximum ascertainable amount. However, the Administrative Agent will not apply such portion of such monies to pay such Contingent Secured Obligation, but instead will hold such monies or invest such monies in Permitted Investments. All such monies and Permitted Investments and all proceeds thereof will constitute Collateral hereunder, but will be subject to distribution in accordance with this Section 15(a) rather than Section 12.03 of the Credit Agreement. The Administrative Agent will hold all such monies and Permitted Investments and the Collateral net proceeds thereof in trust until all or part of such Contingent Secured Obligation becomes a Non-Contingent Secured Obligation, whereupon the Administrative Agent in connection with enforcing at the rights request of the Agents relevant Secured Party will apply the amount so held in trust to pay such Non-Contingent Secured Obligation; provided that, if the other Secured Obligations theretofore paid pursuant to the same clause of Section 12.03 of the Credit Agreement were not paid in full, the Administrative Agent will apply the amount so held in trust to pay the same percentage of such Non-Contingent Secured Obligation as the percentage of such other Secured Obligations theretofore paid pursuant to the same clause of Section 12.03 of the Credit Agreement. If (i) the holder of such Contingent Secured Obligation shall advise the Administrative Agent that no portion thereof remains in the category of a Contingent Secured Obligation and (ii) the Lenders under the Loan Documents (including all expenses of sale or other realization of or Administrative Agent still holds any amount held in trust pursuant to this Section 15(a) in respect of the Collateral and any sums advanced such Contingent Secured Obligation (after paying all amounts payable pursuant to the Collateral Agent or preceding sentence with respect to preserve its security interest in the Collateralany portions thereof that became Non-Contingent Secured Obligations), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured remaining amount will be applied by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to in the extent necessary to reflect differing amounts payable, and order of priorities set forth in Section 12.03 of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablethe Credit Agreement.

Application of Proceeds. The Lenders and So long as the Administrative Agent agreeDischarge of First Lien Obligations has not occurred, as among such parties, as follows: subject to whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the terms of the Security AgreementCompany or any other Grantor, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement Collateral or any Intercreditor Agreement Supplementproceeds thereof, after the occurrence and during the continuance Restricted Assets or any proceeds thereof, or Sale Proceeds received in connection with any Enforcement Action or other exercise of an Event of Default, all amounts collected or received remedies by the Administrative First Lien Collateral Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shallFirst Lien Claimholders, except as otherwise expressly provided herein, shall be applied as followsapplied: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees by the First Lien Collateral Agent to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent First Lien Obligations that are not Excess First Lien Obligations in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest such order as specified in the Collateral), relevant First Lien Loan Documents; second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees the payment by the Second Lien Collateral Agent to the extent provided herein) due and owing hereunder Second Lien Obligations that are not Excess Second Lien Obligations in such order as specified in the relevant Second Lien Documents; third, by the First Lien Collateral Agent to the payment of each of any Excess First Lien Obligations in such order as specified in the Lenders in connection with enforcing such Lender’s rights under the relevant First Lien Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion Second Lien Collateral Agent to the respective amounts described payment of any Excess Second Lien Obligations in this clause “fourth” payable to them, such order as specified in the relevant Second Lien Documents; and fifth, to pay the surplusapplicable Grantor or as otherwise required by applicable law; provided that any non-cash Collateral or non-cash proceeds will be held by the First Lien Collateral Agent as Collateral unless the failure to apply such amounts would be commercially unreasonable. Upon the Discharge of First Lien Obligations, if anythe First Lien Collateral Agent shall deliver to the Second Lien Collateral Agent any Collateral and proceeds thereof, Restricted Assets and proceeds thereof and all Sale Proceeds held by it in the same form as received, with any necessary endorsements to the Second Lien Collateral Agent, or as a court of competent jurisdiction may otherwise direct, to whomever may be lawfully entitled applied by the Second Lien Collateral Agent to receive the Second Lien Obligations in such surplusorder as specified in the Second Lien Security Documents. To Without limiting the extent generality of the foregoing, it is the intention of the parties hereto that no amount of any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein Sale Proceeds will in full, such moneys shall any event be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payableRestricted Assets, and priorities none of paymentsthe Second Lien Collateral Agent or Second Lien Claimholders will, to Lenders participating in any new classes forum (including in any Insolvency or tranches Liquidation Proceeding) assert that any amount of loans added pursuant any Sale Proceeds should be allocated to Sections 2.6 and 2.8, as applicableany Restricted Assets.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject (a) (I) Subject to the terms other provisions of this Section 3.4, all proceeds of any collection, sale (including any sale or other disposition under section 363 of the Security AgreementBankruptcy Code), foreclosure or other realization upon, or any other Enforcement Action with respect to, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement Collateral and all assets or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due the Collateral or the secured claims of the Priority Lien Secured Parties under the Priority Lien Documents in any Insolvency or Liquidation Proceeding or otherwise in connection with the enforcement of remedies and outstanding the proceeds of the foregoing (whether through an Enforcement Action or during an Insolvency or Liquidation Proceeding or otherwise in connection with the enforcement of remedies), the proceeds of any insurance policy required under any Priority Lien Document or otherwise covering the Collateral, any condemnation proceeds with respect to the Collateral, and any other amounts required to be delivered to the Collateral Trustee by any Priority Lien Secured Party or Priority Lien Representative pursuant to any other provision of this Agreement and for application in accordance with this Section 3.4(a) (collectively, “Proceeds”), shall be delivered by the parties hereto to the Collateral Trustee who will apply such Proceeds in the following order of application (and each Priority Lien Representative shall provide a notice to the Collateral Trustee identifying the amounts which are payable to the applicable Series of Priority Lien Debt for which it acts as Priority Lien Representative pursuant to this Section 3.4(a) and the Collateral Trustee shall be entitled to rely exclusively on such notice without independent inquiry): FIRST, to the payment of all amounts payable under this Agreement on account of the Loan Documents shallCollateral Trustee’s fees and expenses and any reasonable legal fees and expenses, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket fees, costs and expenses (including reasonable attorneys’ fees to or other liabilities of any kind incurred by the extent provided herein) due and owing hereunder Collateral Trustee or any co-trustee or agent of the Administrative Agent and the Collateral Agent Trustee in connection with enforcing any Security Document, including but not limited to amounts necessary to provide for the rights of the Agents fees and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral Trustee in maintaining and any sums advanced disposing of the Collateral, including, but not limited to, indemnification payments and reimbursements (collectively, the “Collateral Trustee’s Fees and Expenses”); SECOND, prior to the Collateral Agent or Discharge of First-Out Obligations (other than with respect to preserve its security interest in the CollateralExcess First-Out Obligations), secondto the First-Out Representative for application to the First-Out Representative Fees and Expenses, to pay all including any reasonable legal fees and expenses, out-of-pocket fees, costs and expenses or other liabilities of any kind incurred by the First-Out Representative (including reasonable attorneys’ fees to the extent provided hereinother than Reclamation Obligations) due and owing hereunder of each of the Lenders in connection with enforcing any First-Out Document, including, but not limited to, indemnification payments and reimbursements; THIRD, prior to the Discharge of First-Out Obligations, to the First-Out Representative such Lender’s rights an amount sufficient to pay or satisfy in full in cash all outstanding First-Out Obligations and otherwise provide for the Discharge of First-Out Obligations (other than any Excess First-Out Obligations; FOURTH, after the Discharge of First-Out Obligations (other than any than Excess First-Out Obligations), equally and ratably to the First Lien Representatives for application to the payment of all outstanding First Lien Debt and any other First Lien Obligations (which will include the Senior Credit Agreement) that are then due and payable in such order as may be provided in the applicable First Lien Documents in an amount sufficient to pay in full in cash all such outstanding First Lien Debt and all other First 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 applicable First Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding (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 First 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 (in an amount equal to at least the percentage of the aggregate undrawn amount required for release of Liens under the Loan terms of the First Lien Documents) of all outstanding letters of credit and bankers’ acceptances or the backstop thereof pursuant to arrangements reasonably satisfactory to the relevant issuing bank, thirdif any, to pay interest on Loans then outstanding; fourthconstituting First Lien Obligations and the termination, to pay principal expiration or other collateral arrangements in respect of Loans then outstanding and obligations under Secured Hedge Agreements Hedging Obligations and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among that are reasonably satisfactory to the applicable Secured Parties in proportion Hedge Bank and the applicable Cash Management Bank); FIFTH, to the respective First-Out Representative for application to the payment of any Excess First-Out Obligations until the Discharge of First-Out Obligations in respect of such Excess First-Out Obligations; and SIXTH, subject to any applicable Intercreditor Agreement, any surplus remaining after the Discharge of Priority Lien Obligations will be paid to the Company 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 described in this clause “fourth” payable to them, and fifth, to pay under applicable law or as a court of competent jurisdiction may direct. Notwithstanding the surplusforegoing, if anyany Series of Priority Lien Debt has released its Lien on any Collateral as described below in Section 4.4, to whomever may then such Series of Priority Lien Debt and any related Priority Lien Obligations of that Series of Priority Lien Debt thereafter shall not be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described share in the applicable clause at such timeproceeds of any Collateral so released by that Series of Priority Lien Debt. This For the avoidance of doubt, the Collateral Trustee shall only apply Proceeds in accordance with this Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) 3.4 to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablethat such Proceeds are actually so received by the Collateral Trustee.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans and L/C Obligations then outstanding; fourth, to pay principal of Loans then outstanding, Reimbursement Obligations then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements and Cash Management Obligations Bank Products Agreements permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 subsection 9.14 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 subsections 2.5, 2.9 and 2.82.11, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Subsidiary Guarantor shall not be paid with amounts received from such Subsidiary Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. (a) The Lenders and the Administrative Agent agreeshall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as among such partiesfollows FIRST, as follows: subject to the terms payment of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of incurred by the Administrative Agent and the Collateral Agent in connection with enforcing the rights such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Agents and the Lenders under the Loan Documents (Secured Obligations, including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable documented out-of-pocket court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other costs or expenses, indemnities and other amounts incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to payment of that portion of the Secured Obligations constituting indemnities and other amounts (including reasonable attorneys’ fees to the extent provided hereinother than principal, interest and fees) due and owing hereunder payable to the Secured Parties (including fees, charges and disbursements of each of counsel to the Lenders in connection with enforcing such Lender’s rights respective Secured Parties) arising under the Loan Documents, thirdratably among them in proportion to the respective amounts described in this clause SECOND payable to them; THIRD, to pay payment of that portion of the Secured Obligations constituting accrued and unpaid fees and interest on Loans then outstanding; fourththe Revolving Loans, to pay principal of Loans then outstanding Swingline Loans, Term Loans, LC Disbursements and obligations other Secured Obligations arising under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsDocuments, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” THIRD payable to them; FOURTH, ratably to (i) payment of that portion of the Secured Obligations constituting unpaid principal of the Revolving Loans, Swingline Loans, Term Loans, LC Disbursements and fifthother Secured Obligations and Secured Obligations then owing under Secured Swap Obligations and Secured Cash Management Obligations, ratably among the Secured Parties and (ii) to the Administrative Agent for the account of the Issuing Banks, to pay cash collateralize that portion of the surplusaggregate LC Exposure comprised of the aggregate undrawn amount of Letters of Credit, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties each case in proportion to the respective amounts described in this clause FOURTH held by them; FIFTH, ratably to payment of all other Secured Obligations until the applicable clause at Discharge of Secured Obligations has occurred; and SIXTH, any surplus remaining after such time. This Section 10.12 application to the Grantors or to whomever may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablelegally entitled thereto.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any a Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements, Bank Products Agreements and Cash Management Obligations Guarantees permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 Subsection 10.14 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 Subsections 2.8, 2.10 and 2.82.11, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. The Lenders and Subject to the Administrative terms of any applicable Intercreditor Agreement, the First Lien Collateral Agent agreeshall apply the proceeds of any collection or sale of Collateral, as among such partiesincluding any Collateral consisting of cash, as follows: subject FIRST, to the terms payment of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to incurred by the extent provided herein) due and owing hereunder of the Administrative Agent and the First Lien Collateral Agent in connection with enforcing the rights such collection or sale or otherwise in connection with this Agreement, any other First Lien Loan Document or any of the Agents Secured Obligations, including all court costs and the Lenders fees and expenses of its agents and legal counsel, the repayment of all advances made by the First Lien Collateral Agent hereunder or under any other First Lien Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other First Lien 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; and FOURTH, to the Loan Documents Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The First Lien Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the First Lien Collateral Agent (including all expenses pursuant to a power of sale granted by statute or other realization under a judicial proceeding), the receipt of the First Lien Collateral Agent or in respect of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and any sums advanced such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the First Lien Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The First Lien 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, 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 its security interest in the Collateral), second, allocation to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableotherwise set forth above.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay interest on and then principal of Agent Advances then outstanding, second, to pay interest on and then principal of Swingline Loans then outstanding, third, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), secondfourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders and each of the Issuing Lenders in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents, thirdfifth, to pay interest on Loans and then outstanding; fourth, to pay principal of Revolving Credit Loans then outstanding and any Reimbursement Obligations then outstanding, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent, sixth, to pay obligations under Secured Hedge Agreements Hedging Arrangements and Cash Management Obligations Arrangements permitted hereunder and secured by the Security Guarantee and Collateral Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifthseventh, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause “third” or “fourthfifth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in such clause “fifth”. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such timeCommitment Percentages. This Section 10.12 Subsection 10.14 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 Subsections 2.6, 2.7 and 2.8, as applicable.

Application of Proceeds. The Lenders With respect to any prepayments made by Borrower pursuant to Section 1.5(e) and the Administrative Agent agreeany payments of Term Loans pursuant to Section 1.5(a), as among such parties, prepayments shall be applied as follows: subject first, in payment of the Term Loan pro rata against all remaining Scheduled Installments until such Term Loan shall have been prepaid in full; second, to reduce the outstanding principal balance of the Swing Line Loan outstanding to Borrower until the same has been repaid in full; third, to the terms Revolving Credit Advances constituting Index Rate Loans outstanding until the same has been repaid in full but not as a permanent reduction of the Security AgreementRevolving Loan Commitment; and fourth, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after to the occurrence and during Revolving Credit Advances constituting LIBOR Loans outstanding to Borrower until the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any same have been repaid in full but not as a permanent reduction of the Revolving Loan Documents shallCommitment. With respect to any prepayments made by Borrower pursuant to Sections 1.5(c) and Section 1.5(d) , except as otherwise expressly provided herein, such prepayments shall be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to reduce the extent provided herein) due and owing hereunder outstanding principal balance of the Administrative Agent and Swing Line Loan outstanding to Borrower until the Collateral Agent same has been repaid in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), full; second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees the Revolving Credit Advances constituting Index Rate Loans outstanding to Borrower until the extent provided herein) due and owing hereunder of each same has been repaid in full but not as a permanent reduction of the Lenders in connection with enforcing such Lender’s rights under the Revolving Loan Documents, Commitment; third, to pay interest on the Revolving Credit Advances constituting LIBOR Loans then outstandingoutstanding to Borrower until the same have been repaid in full but not as a permanent reduction of the Revolving Loan Commitment; and fourth, to pay principal in payment of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive pro rata against all remaining Scheduled Installments until such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein Term Loan shall have been prepaid in full. Considering each type of Loan being prepaid separately, any such moneys prepayment shall be allocated pro rata among applied first to Index Rate Loans of the applicable Secured Parties type required to be prepaid before application to LIBOR Loans of the type required to be prepaid, in proportion to the respective amounts described each case in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into a manner which minimizes any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableresulting LIBOR Breakage Costs.

Application of Proceeds. The Lenders 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 Administrative Agent agreeDischarge of Senior Debt Obligations has not occurred, as among such parties, as follows: subject to the terms of the Security Agreementwhether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Borrower or any other Grantor, any Junior Lien Intercreditor Agreement(x) Shared Collateral or Proceeds thereof, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees y) solely to the extent provided herein) due and owing hereunder of the Administrative Agent Senior Secured Parties and the Collateral Agent Second Priority Debt Parties are entitled to the same under the applicable Senior Debt Documents and Second Priority Debt Documents, Restricted Assets or Proceeds thereof or Sale Proceeds, in each case of clause (x) or (y), that is received in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization disposition of, or collection on, such Shared Collateral upon the exercise of remedies with respect to Shared Collateral, the Restricted Assets or the Grantors as a going concern or received in respect of any Insolvency or Liquidation Proceeding, shall be applied by the Collateral and any sums advanced Designated Senior Representative to the Collateral Agent or to preserve its security interest Senior Debt Obligations in such order as specified in the Collateral)relevant Senior Debt Documents until the Discharge of Senior Debt Obligations has occurred. Upon the Discharge of Senior Debt Obligations, secondeach applicable Senior Representative shall deliver promptly to the Designated Second Priority Representative any (x) Shared Collateral or Proceeds thereof, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees y) solely to the extent provided herein) due the Senior Secured Parties and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights Second Priority Debt Parties are entitled to the same under the Loan applicable Senior Debt Documents and Second Priority Debt Documents, thirdRestricted Assets or Proceeds thereof or Sale Proceeds, in each case of clause (x) or (y), that is held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured be applied by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion Designated Second Priority Representative to the respective amounts described Second Priority Debt Obligations in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described order as specified in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablerelevant Second Priority Debt Documents.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject (a) Subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other ABL Intercreditor Agreement or any other applicable Intercreditor Agreement Supplemententered into pursuant to this Agreement or any other Loan Document, after the occurrence and during the continuance of if an Event of DefaultDefault shall have occurred and be continuing, at any time at the Agent’s election, the Agent may, notwithstanding the provisions of Section 2.11, apply all amounts collected or received any part of the net proceeds of US Collateral realized through the exercise by the Administrative Agent of its remedies under the US Security Documents, whether or not held in any Lender on account of amounts then due Collateral Account, and outstanding under any proceeds of the Loan Documents shallguarantee set forth in the US Security Documents, except as otherwise expressly in payment of the US Obligations in the following order (provided hereinthat if the terms of any Permitted Amendment provide for application of such proceeds to the payment of any US Obligations in a less favorable order, be applied as follows: firstthen the terms of such Permitted Amendment shall govern with respect to such US Obligations and the Agent shall apply such Proceeds in such different order): First, to pay all reasonable out-of-pocket costs payment of that portion of the US Obligations constituting fees, indemnities, expenses and expenses other amounts (other than principal and interest, US Cash Management Obligations, obligations under US Specified Swap Contracts and Reimbursement Obligations, but including reasonable attorneys’ fees payable under this Agreement and amounts payable under the guarantee set forth in the US Security Documents) payable to the Agent in its capacity as administrative agent or collateral agent; Second, to payment of that portion of the US Obligations constituting (or constituting guarantees of) fees, indemnities and other amounts (other than principal and interest, US Cash Management Obligations, obligations under the US Specified Swap Contracts, Reimbursement Obligations in respect of US Letters of Credit, and, to the extent provided hereinpayable under clause First, attorneys’ fees) due payable to the US Secured Parties (including attorneys’ fees payable under this Agreement and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders amounts payable under the Loan Documents (including all expenses of sale or other realization of or guarantee set forth in the US Security Documents), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, the US Swingline Lender to pay US Obligations in respect of the Collateral and any sums advanced US Swingline Loans (including interest) then due to the Collateral Agent or to preserve its security interest in the Collateral), secondUS Swingline Lender; Fourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder payment of each that portion of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay US Obligations constituting (or constituting guarantees of) accrued and unpaid interest on the US Revolving Credit Loans then outstanding; fourth, to pay principal and LC Disbursements in respect of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsUS Letters of Credit, ratably among the applicable Secured Parties holders of such US Obligations in proportion to the respective amounts described in this clause “fourth” Fourth payable to them, and fifth; Fifth, to pay payment of that portion of the surplusUS Obligations constituting (or constituting guarantees of) unpaid principal of the US Revolving Credit Loans and Reimbursement Obligations in respect of US Letters of Credit, if anyand, to whomever may be lawfully entitled to receive such surplus. To the extent any required under Section 2.4(j), to Cash Collateralize the portion of the LC Disbursements in respect of US Letters of Credit comprised of the aggregate undrawn amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullof US Letters of Credit, such moneys shall be allocated pro rata ratably among the applicable Secured Parties holders of such US Obligations in proportion to the respective amounts described in this clause Fifth held by them; Sixth, as provided in clauses First through Fifth of Section 7.3(b); Seventh, to the applicable clause at such time. This Section 10.12 may be amended payment of amounts (or constituting guarantees of amounts) then due and payable under US Specified Swap Contracts and US Cash Management Obligations then due and payable and all other US Obligations of the US Loan Parties that are then due and payable to the Agent and the Lenders hereby irrevocably authorize other US Secured Parties on such date, ratably based upon the Administrative Agent to enter into any respective aggregate amounts of all such amendment) US Obligations owing to the extent necessary to reflect differing amounts payableAgent and the other US Secured Parties on such date; Eighth, as provided in clause Sixth of Section 7.3(b) below; and priorities Ninth, the balance, if any, after all of paymentsthe US Obligations have been paid in full, to Lenders participating in the relevant US Loan Party or as otherwise required by applicable Requirements of Law. Notwithstanding the foregoing, amounts received from any new classes or tranches Loan Party that is not a Qualified ECP Guarantor shall not be applied to any Excluded Swap Obligation of loans added pursuant to Sections 2.6 and 2.8, as applicablesuch Loan Party.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject (a) Subject to the terms provisions of the Security Agreement, any Junior Crossing Lien Intercreditor Agreement, the Collateral Agent will apply the proceeds of any Other Intercreditor Agreement collection, sale, foreclosure or other realization upon, or exercise of any Intercreditor Agreement Supplementright or remedy with respect to, after any Collateral and the occurrence proceeds thereof and during the continuance proceeds of an Event any insurance policy required under any Priority Lien Document or Junior Lien Document or otherwise covering the Collateral in the following order of Defaultapplication: FIRST, to the payment of all amounts collected payable under this Agreement on account of the Collateral Agent’s fees and any reasonable legal fees, costs and expenses or received other liabilities of any kind incurred by the Administrative Collateral Agent or any Lender on account co-trustee or agent of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing any Security Document (including, but not limited to, indemnification obligations that are then due and payable); SECOND, to the rights respective Priority Lien Representatives, Hedge Providers and Bank Product Providers on a pro rata basis for each Series of Priority Lien Debt, Hedging Obligations constituting Priority Lien Obligations and Bank Product Obligations constituting Priority Lien Obligations that are secured by such Collateral (or, where such Hedging Obligations or Bank Product Obligations are represented by a Priority Lien Representative, to such Priority Lien Representative on their behalf) for application to the Agents payment of all such outstanding Priority Lien Debt and any such other Priority Lien Obligations that are then due and payable and so secured (for application in such order as may be provided in the Lenders under Priority Lien Documents applicable to the Loan Documents respective Priority Lien Obligations) in an amount sufficient to pay in full in cash all outstanding Priority Lien Debt and all other Priority Lien Obligations that are then due and payable (including all expenses interest and fees accrued thereon after the commencement of sale any Insolvency or other realization 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 or in respect (1) 103% of the Collateral aggregate undrawn amount and any sums advanced to (2) the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each percentage of the Lenders in connection with enforcing such Lender’s rights aggregate undrawn amount required for release of Liens under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal terms of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt); THIRD, to the respective amounts described in this clause “fourth” payable to themJunior Lien Representatives, Hedge Providers and fifthBank Product Providers on a pro rata basis for each Series of Junior Lien Debt, Hedging Obligations constituting Junior Lien Obligations and Bank Product Obligations constituting Junior Lien Obligations that are secured by such Collateral (or, where such Hedging Obligations or Bank Product Obligations are represented by a Junior Lien Representative, to pay such Junior Lien Representative on their behalf) for application to the surplus, if any, to whomever payment of all such outstanding Junior Lien Debt and any such other Junior Lien Obligations that are then due and payable and so secured (for application in such order as may be lawfully entitled to receive such surplus. To provided in the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Junior Lien Documents applicable Secured Parties in proportion to the respective Junior Lien Obligations) 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 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 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) 103% 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 constituting Junior 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 Issuers or the applicable clause at Grantor, as the case may be, its successors or assigns, or to such timeother Persons as may be entitled to such amounts under applicable law or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, if any Series of Secured Debt has released its Lien on any Collateral as described below in Section 4.4, then such Series of Secured Debt and any related Secured Obligations of that Series thereafter shall not be entitled to share in the proceeds of any Collateral so released by that Series. This Agreement constitutes a separate agreement in writing as contemplated by Section 10.12 may 3.4(c) THIRD and Section 3.4(e) SECOND of the Crossing Lien Intercreditor Agreement. The parties hereto agree that any proceeds of Collateral to be amended (and allocated under such clauses of the Lenders hereby irrevocably authorize Crossing Lien Intercreditor Agreement will be allocated in the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableorder set forth above.

Application of Proceeds. The Lenders (a) With respect to Common Collateral, the Collateral Agent will apply the proceeds of any collection, sale, foreclosure or other realization upon such Common Collateral, including proceeds of any title insurance policy required under any Secured Debt Document, in the following order of application: FIRST, to the payment of all reasonable and documented fees, costs and expenses incurred by the Collateral Agent and the Administrative Agent agreeIndenture Trustee in connection with such sale, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor collection or realization or otherwise in connection with this Agreement or any Intercreditor Agreement Supplementof the Secured Obligations, after and to any other Collateral Agent Obligations, including all court costs and the occurrence reasonable fees and during expenses of its co-trustees, agents and legal counsel, and any other reasonable and documented costs or expenses incurred in connection with the continuance exercise of an Event any right or remedy hereunder; SECOND, to each Secured Representative for each Series of Default, Secured Debt for application to the payment of all amounts collected or received by the Administrative Agent or outstanding Secured Debt and any Lender on account of amounts other Secured Obligations that are then due and outstanding under any of the Loan Documents shall, except payable in such order as otherwise expressly may be provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties Debt Documents in proportion an amount sufficient to pay in full and discharge all outstanding Secured Obligations that are then due and payable, ratably in accordance with (i) the aggregate outstanding principal amount of Secured Obligations held by holders of such Series of Secured Debt (excluding obligations under Hedge Agreement Documents) and (ii) with respect to the respective amounts described in this clause “fourth” payable Hedge Agreement Obligations held by holders of such Series of Secured Debt, the Hedge Agreement Due Amount for such Series of Secured Debt; and THIRD, any surplus then remaining shall be paid to them, and fifth, the Grantors or their successors or assigns or to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same or as a court of competent jurisdiction may direct. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullprovided that, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary that the holders of any Series of Secured Debt receive and are able to reflect differing amounts payableapply any proceeds from any Separate Collateral securing such Series of Secured Debt, (i) the Secured Representative in respect of such Series of Secured Debt shall within one Business Day of the receipt of such proceeds provide the Collateral Agent with a certificate certifying as to the amount of such received and priorities applied proceeds and (ii) the amount of paymentsSecured Obligations included under clause “SECOND” above with respect to such Series shall be reduced by the amount of such proceeds; provided further that (i) at any time, the Collateral Agent may request a certificate from any Secured Representative in respect of any Series of Secured Debt as to Lenders participating the amount of any received and applied proceeds with respect to such Series of Secured Debt from any Separate Collateral and such Secured Representative shall within one Business Day provide such certificate and (ii) the application of the proceeds of any Separate Collateral and any proceeds under the foregoing clauses shall not permit the holders of any such Series of Secured Debt to recover more than the full amount of Secured Obligations relating to such Series of Secured Debt. For purposes of this Section 3.4(a), “proceeds” of Collateral includes any and all cash, securities and other property realized from collection, foreclosure or enforcement of the Collateral Agent’s Liens upon the Collateral (including distributions of Collateral in satisfaction of any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableSecured Obligations).

Application of Proceeds. The Lenders (a) If any Collateral is sold or otherwise realized upon by the Collateral Trustee in connection with any foreclosure, collection or other enforcement of Liens granted to the Collateral Trustee pursuant to the Parity Lien Security Documents, the proceeds received by the Collateral Trustee from such foreclosure, collection or other enforcement will be distributed by the Collateral Trustee 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 legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent agreeCollateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with, and pursuant to the terms of, any Parity Lien Security Document; SECOND, to the Notes Trustee and each other Parity Lien Representative (if any) for application to the payment of all outstanding Notes and other Parity Lien Debt and any other Parity Lien Obligations that are then due and payable in such order as among may be provided in the applicable Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Notes and other Parity Lien Debt and all other Parity 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 applicable Parity Lien Documents, even if such partiesinterest is not enforceable, allowable or allowed as follows: subject to a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (i) 105% of the aggregate undrawn amount and (ii) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the Security Agreementapplicable Parity Lien Document) of all outstanding letters of credit constituting Parity Lien Debt); and THIRD, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, surplus remaining after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any payment in full in cash of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may preceding clauses will be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) paid to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes Company or tranches of loans added pursuant to Sections 2.6 and 2.8the applicable Grantor, as applicablethe case may be, or its successors or assigns, or as a court of competent jurisdiction may direct. At any time when the Intercreditor Agreement is in effect, the foregoing order of application shall be in all respects subject to the provisions of the Intercreditor Agreement.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, the Term Loan Priority Collateral Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements, Bank Products Agreements and Cash Management Obligations Guarantees permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 Subsection 10.14 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 Subsections 2.8, 2.10 and 2.82.11, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. The Lenders and In the Administrative Agent agree, as among such parties, as follows: subject event of the realization of Proceeds of any collection or disposition of Collateral pursuant to the terms exercise of remedies under the Security AgreementCollateral Documents, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during Collateral Agent shall distribute such Proceeds to the continuance specified Persons in the following order of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as followspriority: firstFIRST, to pay all reasonable out-of-pocket costs the payment of advances made and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and liabilities incurred by the Collateral Agent in order to protect the Liens granted by the Collateral Documents or the Collateral, with interest thereon at the rate that would then be applicable to the Senior Secured Notes, and the payment of all reasonable costs and expenses incurred by the Collateral Agent, the Trustee or a Term Loan Agent in connection with enforcing the rights preservation, collection, foreclosure or enforcement of the Agents and Liens granted by the Lenders under Collateral Documents or any interest, right, power or remedy of the Loan Documents (Collateral Agent or in connection with the collection or enforcement of any of the Finance Obligations in any Insolvency Proceeding, including all expenses reasonable fees and disbursements of sale attorneys, accountants, consultants, appraisers and other professionals engaged by the Collateral Agent, the Trustee or other realization a Term Loan Agent and reasonable compensation of the Collateral Agent, the Trustee or a Term Loan Agent for services rendered in connection therewith; SECOND, to the payment of accrued and unpaid interest on the Senior Secured Notes, on any applicable Term Loans and on any applicable Swap Obligations, on a pro-rata basis (to the extent the remaining Proceeds are not sufficient to make the distribution referred to in this clause in full); THIRD, to the payment of any due and unpaid premium, if any, in respect of the Collateral prepayment or payment of the Senior Secured Notes and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral)Term Loans, second, to pay all reasonable outon a pro-of-pocket costs and expenses rata basis (including reasonable attorneys’ fees to the extent provided herein) the remaining Proceeds are not sufficient to make the distribution referred to in this clause in full); FOURTH, to the payment of the due and owing hereunder of each unpaid principal of the Lenders Senior Secured Notes and any Term Loans and the then unpaid amount of the Swap Obligations, on a pro-rata basis (to the extent the remaining Proceeds are not sufficient to make the distribution referred to in connection with enforcing such Lender’s rights under the Loan Documents, thirdthis clause in full); FIFTH, to pay interest on Loans then outstanding; fourth, to pay principal any remaining unpaid amounts of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management the Note/Term Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective (other than amounts described in this clause “fourth” payable to themSIXTH below) and of the Swap Obligations, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro on a pro-rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended basis (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary the remaining Proceeds are not sufficient to reflect differing amounts payable, and priorities of paymentsmake the distribution referred to in this clause in full); SIXTH, to Lenders participating the payment of the fees of legal counsel for each Term Lender, if applicable, on a pari passu basis in accordance with the terms of a Term Loan Agreement and any new classes Term Loan Documents; and SEVENTH, to other Persons as their interests may appear or tranches as instructed by a court of loans added competent jurisdiction. No party hereto shall be entitled to a distribution on any lower priority pursuant to Sections 2.6 clauses FIRST through SEVENTH above unless and 2.8, as applicableuntil all higher priorities have been paid in full.

Application of Proceeds. The Lenders If an Event of Default shall have occurred and be continuing, at any time at the Administrative Collateral Agent’s election, the Collateral Agent agreemay apply all or any part of Proceeds constituting Collateral or Mortgaged Property, whether or not held in any Collateral Account, and any proceeds of any Note Guarantee, in payment of the Secured Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Collateral Agent in its capacity as among such parties, as follows: subject pursuant to the terms of the Security AgreementNote Documents and any Additional Pari Passu Debt Agreements and incurred and unpaid fees and expenses of the Trustees in its capacity as such pursuant to the terms of the Note Documents and any Additional Pari Passu Agent pursuant to the terms of the applicable Additional Pari Passu Agreements; Second, to the Trustees and the representatives of any Junior Lien Intercreditor Agreementclass of Permitted Additional Pari Passu Obligations, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received for application by the Administrative Agent or any Lender on account it towards payment of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs owing and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or remaining unpaid in respect of the Collateral and any sums advanced Secured Obligations, pro rata among the Secured Parties according to the Collateral Agent or to preserve its security interest in amounts of the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) Secured Obligations then due and owing hereunder of each of and remaining unpaid to the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion accordance with the terms of the Indenture and Additional Pari Passu Agreements, as applicable; Third, any balance remaining after the Secured Obligations shall have been paid in full, provided no letters of credit shall be outstanding under any Additional Pari Passu Agreements (unless the outstanding amount of the letter of credit obligations related thereto has been cash collateralized in an amount and manner satisfactory to the respective amounts described in this clause “fourth” payable relevant issuing lender) and all commitments under any Additional Pari Passu Agreements shall have terminated, shall be paid over to them, and fifth, the Issuer or to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same. To In making the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fulldetermination and allocations required by this Section 6.5, such moneys shall be allocated pro rata among the Collateral Agent may conclusively rely upon information supplied by the applicable Additional Pari Passu Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to such Additional Pari Passu Obligations and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in proportion to the respective amounts described in the applicable clause at reliance on such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableinformation.

Application of Proceeds. The Lenders and Collateral Agent shall, subject to the Administrative Intercreditor Agreements, promptly apply the proceeds, moneys or balances of any collection or sale of Collateral realized through the exercise by the Collateral Agent agreeof its remedies hereunder, as among such partieswell as any Collateral consisting of cash at any time when remedies are being exercised hereunder, as follows: subject FIRST, to the terms payment of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and incurred by the Collateral Agent in connection with enforcing the rights such collection or sale or otherwise in connection with any Credit Agreement Document, any Notes Indenture Document, any Other First Lien Agreement or any of the Agents Secured Obligations secured by such Collateral, including without limitation all court costs and the Lenders under the Loan Documents (including all fees and expenses of sale its agents and legal counsel, the repayment of all advances made by the Collateral Agent under any Credit Agreement Document, any Notes Indenture Document or any Other First Lien Agreement on behalf of any Pledgor, any other realization costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Agreement Document, any other Notes Indenture Document or any Other First Lien Agreement, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Credit Agreement Document, any Notes 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 between the Credit Agreement Secured Parties, the Notes Secured Parties and any Other First Lien Secured Parties pro rata based on the respective amounts of such Secured Obligations owed to them on the date of any such distribution (or in respect accordance with such other method of distribution as may be set forth in any applicable Intercreditor Agreement), with 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 THIRD, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided that in no event shall (i) the proceeds of any collection or sale of any Notes Excluded Collateral be applied to the Notes Obligations nor (ii) the proceeds of any collection or sale of any Specified Excluded Collateral be applied to the relevant Series of Secured Obligations. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon the request of the Collateral Agent prior to any distribution under this Section 4.02, each Authorized Representative shall provide to the Collateral Agent certificates, in form and substance reasonably satisfactory to the Collateral Agent, setting forth the respective amounts referred to in this Section 4.02 that each applicable Secured Party or its Authorized Representative believes it is entitled to receive, and the Collateral Agent shall be fully entitled to rely on such certificates. Upon any sums advanced 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 to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may officer or be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating answerable in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableway for the misapplication thereof.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after Upon the occurrence and during the continuance of an Event of Default, the proceeds of any sale of, or other realization upon, all amounts collected or received any part of the Senior Notes Pledged Collateral and any cash held shall be applied by the Administrative Senior Notes Collateral Agent or any Lender on account in the following order of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as followspriorities: first, to pay all reasonable out-of-pocket costs and payment of the expenses (of such sale or other realization, including reasonable attorneys’ fees compensation to agents and counsel for the extent provided herein) due Senior Notes Collateral Agent, and owing hereunder of all expenses, liabilities and advances incurred or made by the Administrative Agent and the Senior Notes Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral therewith, and any sums advanced to other unreimbursed fees and expenses for which the Senior Notes Collateral Agent or is to preserve its security interest in the Collateral), be reimbursed pursuant to Section 15 hereof; second, to pay all reasonable out-of-pocket costs and expenses the ratable payment (including reasonable attorneys’ fees based on the principal amount of Senior Notes deemed by the Indenture to be outstanding at the extent provided hereintime of distribution) due and owing hereunder of each of the Lenders in connection with enforcing accrued but unpaid interest on such Lender’s rights under the Loan Documents, outstanding Senior Notes; third, to pay interest the ratable payment (based on Loans then outstandingthe principal amount of Senior Notes deemed by the Indenture to be outstanding at the time of distribution) of unpaid principal of such outstanding Senior Notes; fourth, to pay the ratable payment (based on the principal amount of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured Senior Notes deemed by the Security Agreement as Term Loan Facility Indenture to be outstanding at the time of distribution) of all other Obligations, ratably among the applicable Secured Parties until all Obligations shall have been paid in proportion to the respective amounts described in this clause “fourth” payable to them, full; and fifth, to pay the surpluspayment to all persons who may be entitled by law thereto (including, if anywithout limitation, the Price Note Collateral Agent until such time as the Senior Notes Collateral Agent has received written notice from the Price Note Collateral Agent that the obligations of the Pledgor under the Price Note and the Price Note Purchase Agreement have been satisfied in full), or as a court of competent jurisdiction may direct, until all obligations to such persons shall have been paid in full; and finally, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion payment to the respective amounts described in the applicable clause at Pledgor or its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableproceeds.

Application of Proceeds. (a) The Lenders Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon, or exercise of any right or remedy with respect to, any Collateral and the Administrative Agent agreeproceeds thereof, as among such partiesand the proceeds of any title insurance or other insurance policy required under any Secured Debt Document or otherwise covering the Collateral in the following order of application: FIRST, as follows: subject to the terms payment of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender payable under this Agreement on account of amounts then due the Collateral Trustee’s fees and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable and documented out-of-pocket legal fees, costs and expenses or other liabilities of any kind incurred by, or owed to, the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with performing its obligations under any Security Document or this Agreement (including reasonable attorneys’ fees including, but not limited to, indemnification obligations arising under this Agreement or any Security Document that are then due and payable); SECOND, to the repayment of obligations, other than the Secured Obligations, secured by a Permitted Prior Lien on the Collateral sold or realized upon to the extent provided hereinthat such other Lien has priority over the Priority Liens but only if such obligation is discharged (in whole or in part) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing such sale; THIRD, to the rights respective Secured Debt Representatives, Hedge Providers and Banking Services Providers on a pro rata basis for each Series of Secured Debt, Hedging Obligations and Banking Services Obligations that are secured by such Collateral (or, where such Hedging Obligations or Banking Services Obligations are represented by a Secured Debt Representative, to such Secured Debt Representative on their behalf) for application to the Agents payment of all such outstanding Secured Debt and any such other Secured Obligations that are then due and payable and so secured (for application in such order as may be provided in the Lenders under Secured Debt Documents applicable to the Loan Documents respective Secured Obligations) in an amount sufficient to pay in full in cash all outstanding Secured Debt and all other Secured Obligations that are then due and payable (including all expenses interest and fees accrued thereon after the commencement of sale any Insolvency or other realization 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 or in respect (1) 105% of the Collateral aggregate undrawn amount and any sums advanced to (2) the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each percentage of the Lenders in connection with enforcing such Lender’s rights aggregate undrawn amount required for release of Liens under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal terms of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties Debt Document) of all outstanding letters of credit constituting Secured Debt); and FOURTH, any surplus remaining after the payment in proportion to the respective amounts described full in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective cash of amounts described in the preceding clauses will be paid to Parent or the applicable clause at Grantor, as the case may be, its successors or assigns, or to such time. This Section 10.12 other Persons as may be amended (entitled to such amounts under applicable law or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, if any Lien on any Collateral no longer secures the Obligations under any Series of Secured Debt as described below in Section 4.4, then such Series of Secured Debt and any related Secured Obligations of that Series thereafter shall not be entitled to share in the Lenders hereby irrevocably authorize the Administrative Agent to enter into proceeds of any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableCollateral.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement, Agreement or any Other Intercreditor Agreement or any Intercreditor Agreement SupplementAgreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay interest on and then principal of Agent Advances then outstanding, second, to pay interest on and then principal of Swingline Loans then outstanding, third, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), secondfourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders and each of the Issuing Lenders in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents, thirdfifth, to pay (on a ratable basis) (A) interest on Loans and then outstanding; fourth, to pay principal of Revolving Credit Loans then outstanding and any Reimbursement Obligations then outstanding, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent and (B) any outstanding obligations payable under (i) Designated Cash Management Agreements, up to the maximum amount of the exposure thereunder as notified from time to time by the Cash Management Party to the Administrative Agent pursuant to the definition of “Cash Management Reserves” and (ii) Designated Hedging Agreements up to the maximum amount of the MTM value thereunder as notified from time to time by the Hedging Party (or, if applicable, an alternative MTM value notified by the Borrower Representative pursuant to a Dealer Polling) to the Administrative Agent pursuant to the definition of “Designated Hedging Reserves”, in each case which are secured under the Security Documents, sixth, to pay obligations under Secured Hedge Agreements and Cash Management Obligations Arrangements (other than pursuant to any Designated Cash Management Agreements, but including any amounts not paid pursuant to clause “fifth”(B)(i) above), Permitted Hedging Arrangements (other than pursuant to any Designated Hedging Agreements, but including any amounts not paid pursuant to clause “fifth”(B)(ii) above) and Management Guarantees entered into with any Management Credit Provider (as defined in the Guarantee and Collateral Agreement) permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to themGuarantee and Collateral Agreement, and fifthseventh, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause “third” or “fourthfifth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in such clause “fifth”. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such timeCommitment Percentages. This Section 10.12 Subsection 10.15 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 Subsections 2.6, 2.7 and 2.8, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement, Agreement or any Other Intercreditor Agreement or any Intercreditor Agreement SupplementAgreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, to pay interest on and then principal of Agent Advances then outstanding, second, to pay interest on and then principal of Swingline Loans then outstanding, third, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), secondfourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders and each of the Issuing Lenders in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents, thirdfifth, to pay (on a ratable basis) (A) interest on Loans and then outstanding; fourth, to pay principal of Revolving Credit Loans then outstanding and any Reimbursement Obligations then outstanding, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent and (B) any outstanding obligations payable under (i) Designated Cash Management Agreements, up to the amount of Designated Cash Management Reserves then in effect with respect thereto and (ii) Designated Hedging Agreements up to the amount of Designated Hedging Reserves then in effect with respect thereto, sixth, to pay obligations under Secured Hedge Agreements and Cash Management Obligations Arrangements with any Cash Management Party (other than pursuant to any Designated Cash Management Agreements, but including any amounts not paid pursuant to clause “fifth”(B)(i) above), Permitted Hedging Arrangements (other than pursuant to any Designated Hedging Agreements, but including any amounts not paid pursuant to clause “fifth”(B)(ii) above) and Management Guarantees entered into with any Management Credit Provider (as defined in the Guarantee and Collateral Agreement) permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to themGuarantee and Collateral Agreement, and fifthseventh, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause “third” or “fourthfifth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in such clause “fifth”. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such timeCommitment Percentages. This Section 10.12 Subsection 10.15 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 Subsections 2.6, 2.7 and 2.8, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien ABL/Term Loan Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent Agent, the Collateral Agent, any Lender or any Lender L/C Issuer on account of amounts then due and outstanding under any of the Loan Credit Documents or under any Secured Hedging Arrangement or Secured Cash Management Agreement shall, except as otherwise expressly provided herein, be applied as follows, in each case until such item is paid in full: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) and indemnities due and owing hereunder under the Credit Documents of the Administrative Agent and or the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of to pay to the Collateral and Agent any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay any fees then due to any Agent under the Credit Documents, third, to pay interest on Agent Advances, fourth, to pay the principal of Agent Advances then outstanding, fifth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights and each of the L/C Issuer, sixth, to pay any fees then due to any of the Lenders and each of the L/C Issuers under the Loan Credit Documents, thirdseventh, to pay interest on accrued in respect of Swing Line Loans, eighth, to pay the principal of all Swing Line Loans then outstanding; fourth, ninth, to pay principal (on a ratable basis) interest accrued in respect of (A) the Revolving Loans then outstanding and (B) any Unreimbursed Amount then outstanding, tenth, to pay (on a ratable basis) (A) the principal of Revolving Loans then outstanding and any Unreimbursed Amount then outstanding, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the applicable L/C Issuer and (B) any outstanding obligations payable under Secured Hedge Agreements and (i) Designated Cash Management Agreements, up to the amount of Designated Cash Management Reserves then in effect with respect thereto, and (ii) Designated Hedging Agreements, up to the amount of Designated Hedging Reserves then in effect with respect thereto, eleventh, to pay (ratably) (A) Hedge Obligations and (B) Cash Management Obligations, in each case with any Lender Counterparty (other than pursuant to any Designated Cash Management Agreements or Designated Hedging Agreements, but including any amounts not paid pursuant to clause “tenth”(B)(i) above) permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsCredit Documents (notwithstanding the foregoing, ratably among the applicable Secured Parties in proportion amounts received from any Credit Party shall not be applied to the respective amounts described in this clause “fourth” payable any Excluded Swap Obligation of such Credit Party), twelfth, to thempay other Obligations then due and owing, and fifththirteenth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause “third” or “fourthtenth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in such clause “tenth”. To the extent any amounts available for distribution pursuant to “ninth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties Lenders and L/C Issuers based on their respective Pro Rata Shares. To the extent any amounts available for distribution pursuant to clause (A) of clause “tenth” are insufficient to pay all obligations described therein in proportion to the respective amounts described in the applicable clause at full, such time. This Section 10.12 may moneys shall be amended (and allocated pro rata among the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableL/C Issuers based on their respective Pro Rata Shares.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any Pari Passu Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; , fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements and Cash Management Obligations Bank Products Agreements permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsAgreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 Subsection 10.14 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 Subsections 2.8, 2.10 and 2.82.11, as applicable.

Application of Proceeds. The Lenders and Notwithstanding any other provisions of the Administrative Agent agree, as among such parties, as follows: subject Loan Documents to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplementcontrary, after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s election, the Collateral Agent may apply all amounts collected or received by the Administrative Agent or any Lender on account part of proceeds constituting Collateral in payment of the Secured Obligations in the following order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel) payable to the Collateral Agent, in its capacity as such, under this Agreement and the other Loan Documents; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel) payable to the Collateral Agent and any Senior Notes Indenture Trustee, ratably among the Collateral Agent and any Senior Notes Indenture Trustee according to the amounts of such fees, indemnities, expenses and other amounts then due and outstanding under owing and remaining unpaid to the Collateral Agent and any Senior Notes Indenture Trustee; Third, to the Collateral Agent, for application by the Collateral Agent to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest, Term Loan Documents shallCredit Agreement Additional Obligations, except as otherwise expressly provided hereinand Revolving Credit Agreement Additional Obligations), be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees ratably among the Secured Parties according to the extent provided herein) amounts of such fees, indemnities and other amounts then due and owing hereunder of and remaining unpaid to the Administrative Agent and Secured Parties; Fourth, to the Collateral Agent, for application by the Collateral Agent in connection with enforcing the rights to payment of that portion of the Agents Secured Obligations constituting accrued and the Lenders under the Loan Documents (including all expenses of sale or other realization of unpaid interest on or in respect of the Collateral Secured Obligations (other than any such accrued or unpaid interest on or in respect of the Term Loan Credit Agreement Additional Obligations or the Revolving Credit Agreement Additional Obligations), ratably among the Secured Parties according to the amounts of such accrued and any sums advanced unpaid interest then due and owing and remaining unpaid to the Secured Parties; Fifth, to the Collateral Agent, for application by the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder payment of each that portion of the Lenders Secured Obligations constituting (a) unpaid principal on or in connection with enforcing such Lender’s rights under respect of the Loan DocumentsSecured Obligations, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as (b) Term Loan Facility Credit Agreement Additional Obligations, and (c) Revolving Credit Agreement Additional Obligations, ratably among the applicable Secured Parties in proportion according to the respective amounts described in this clause “fourth” payable of such unpaid principal, Term Loan Credit Agreement Additional Obligations and Revolving Credit Agreement Additional Obligations then due and owing and remaining unpaid to them, and fifththe Secured Parties; Sixth, to pay the surplusCollateral Agent, for application by the Collateral Agent to payment of all other Secured Obligations and other obligations which shall have become due and payable and not repaid pursuant to clauses First through Fifth above, ratably among the Secured Parties according to the amount of the Secured Obligations and other obligations then due and owing and remaining unpaid to the Secured Parties; and Seventh, the balance, if any, to whomever the Company or as otherwise required by law. Notwithstanding anything set forth in this Section 4.04, (a) Excluded Swap Obligations with respect to any Grantor shall not be paid with amounts received from such Grantor or its assets, but appropriate adjustments shall be made with respect to payments from other Grantors to preserve the allocation to the Secured Obligations otherwise contemplated by this Section 4.04, and (b) Term Loan Credit Agreement Additional Obligations and Revolving Credit Agreement Additional Obligations shall be excluded from the application described in this Section 4.04 if the Collateral Agent has not received notice of such obligations as required pursuant to the Loan Documents, together with such supporting documentation as the Collateral Agent may be lawfully request. In making the determination and allocations required by this Section 4.04, with respect to any Senior Notes Indenture, the Collateral Agent may conclusively rely upon information supplied by the Senior Notes Indenture Trustee for such Senior Notes Indenture as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Senior Notes Indenture Obligations with respect to such Senior Notes Indenture, and, in each case, the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information. If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Secured Obligations to which it is then entitled to receive in accordance with this Agreement, such surplus. To Secured Party shall hold such payment or recovery in trust for the extent any amounts available benefit of all Secured Parties for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullaccordance with this Section 4.04. By accepting the benefits of this Agreement, such moneys shall be allocated pro rata among each of the applicable Secured Parties hereby agrees not to challenge or question in proportion to any proceeding the respective amounts described validity or enforceability of this Agreement (in each case as a whole or any term or provision contained herein) or the applicable clause at such time. This Section 10.12 may be amended (validity of any Lien or financing statement in favor of the Collateral Agent for the benefit of all the Secured Parties as provided in this Agreement, or the equal and the Lenders hereby irrevocably authorize the Administrative Agent to enter into ratable sharing of any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableLien.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the immediately succeeding paragraph and the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or and any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be distributed and applied in the following order (in each case, to the extent the Administrative Agent has actual knowledge of the amounts owing or outstanding as follows: described below and subject to any application of any such amounts otherwise required pursuant to Section 4.4(b), or otherwise required by any Intercreditor Agreement, any Other Intercreditor Agreement and any Intercreditor Agreement Supplement): (1) first, to pay (on a ratable basis) all reasonable fees and out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of to the Administrative Agent and the Collateral Agent under the Loan Documents, including in connection with enforcing the rights of the Agents Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), ; (2) second, to pay (on a ratable basis) all reasonable fees and out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of to each of the Lenders and each of the Issuing Lenders under the Loan Documents, including in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents, ; (3) third, to pay (on a ratable basis) to the applicable Revolving Issuing Lender with respect to a Revolving Letter of Credit, any Revolving L/C Participant’s Revolving Commitment Percentage of any unreimbursed payment made by such Revolving Issuing Lender under a Revolving Letter of Credit that has not been paid by the applicable Borrower, provided that the Collateral Agent on behalf of the Secured Parties shall be subrogated to the rights of such Revolving Issuing Lender against such Revolving L/C Participant with respect to any amount paid pursuant to this clause “third”; (4) fourth, to pay (on a ratable basis) accrued and unpaid interest on Loans then outstanding; fourth(5) fifth, to pay (on a ratable basis) principal of Loans then outstanding and outstanding, obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and Bank Products Agreements secured by the Security Agreement as Documents, and any Reimbursement Amounts then outstanding and not reimbursed pursuant to clause “third” above (or in the case of Term Loan Facility Letters of Credit, the immediately succeeding paragraph), and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent (in the case of Term L/C Obligations, ratably among the applicable Secured Parties in proportion to the respective extent not cash collateralized as provided in the immediately succeeding paragraph); (6) sixth, to pay (on a ratable basis) all other outstanding amounts described in this clause “fourth” due and payable to themthe Administrative Agent, the Collateral Agent, the Lenders and fifththe Issuing Lenders; and (7) seventh, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause “third” or “fourthfifth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in such clause “fifth”. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion Persons entitled to payment of such obligations based on the respective relative amounts described in of such obligations. Notwithstanding the applicable clause at such time. This Section 10.12 may be amended foregoing, with respect to any Term C Loan Collateral Account (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into all amounts deposited therein or credited thereto), any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating Collection Amounts so received in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, respect thereof shall be applied as applicable.follows:

Application of Proceeds. The Lenders Regardless of whether an Insolvency or Liquidation Proceeding has been commenced, (i) the Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies and (ii) any other amounts (subject to the rights of the Senior Priority Secured Parties under the Senior Priority Debt Documents) paid over to the Designated Senior Priority Representative (or, following the Discharge of Senior Priority Obligations, the Designated Second Priority Representative, or, following the Discharge of Senior Priority Obligations and the Administrative Discharge of Second Priority Debt Obligations, the Designated Senior Subordinated Priority Representative) in accordance with this Agreement (including in respect of Guarantee Liabilities) (A) first, shall be applied to the payment in full in cash of all fees and expenses incurred in connection with the exercise of any rights or remedies permitted hereunder owing to the Senior Secured Collateral Agent agree, (in its capacity as among such parties, as follows: subject such) pursuant to the terms of the Security Agreementany Senior Priority Debt Document, any Junior Lien Intercreditor Agreement(B) second, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received shall be applied by the Administrative Agent Designated Senior Priority Representative to the Senior Priority Obligations in such order as specified in Section 12.01, until the Discharge of Senior Priority Obligations has occurred, (C) third, upon the Discharge of Senior Priority Obligations, shall be applied by the Designated Second Priority Representative to the Second Priority Debt Obligations in such order as specified in Section 13.01, until the Discharge of Second Priority Debt Obligations has occurred, (D) fourth, upon the Discharge of Senior Priority Obligations and the Discharge of Second Priority Debt Obligations, shall be applied by the Designated Senior Subordinated Priority Representative, to the Senior Subordinated Priority Debt Obligations in such order as specified in Section 14.01 until the Discharge of Senior Subordinated Priority Debt Obligations has occurred, (E) fifth, upon the Discharge of Senior Priority Obligations, Discharge of Second Priority Debt Obligations and Discharge of Senior Subordinated Priority Debt Obligations, shall be applied by the Honeywell Indemnitee to the Honeywell Indemnity Obligations in accordance with the terms of the Honeywell Indemnity Documents until the Honeywell Indemnity Obligations have been paid in full or any Lender on account otherwise satisfied or discharged in accordance with the terms thereof, (F) sixth, if none of amounts then due and outstanding the Debtors is under any of the Loan Documents shallfurther actual or contingent liability under any Senior Priority Debt Document, except as otherwise expressly provided hereinSecond Priority Debt Document, Senior Subordinated Priority Debt Document or Honeywell Indemnity Document, shall be applied as follows: first, in payment or distribution to any Person to whom the Applicable Designated Representative is obliged to pay all reasonable out-of-pocket costs or distribute in priority to any Debtor and expenses (including reasonable attorneys’ fees to G) seventh, the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplusbalance, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties applied in proportion payment or distribution to the respective relevant Debtor. Upon (x) the Discharge of Senior Priority Obligations, each applicable Senior Priority Representative shall deliver promptly to the Designated Second Priority Representative any Common Senior Priority/Second Priority Collateral or proceeds thereof or amounts described otherwise received in accordance with this Agreement held by it in the applicable clause at such time. This Section 10.12 same form as received, with any necessary endorsements, or as a court of competent jurisdiction may be amended otherwise direct and (y) the Discharge of Senior Priority Obligations and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) Discharge of Second Priority Debt Obligations, each applicable Senior Priority Representative and Second Priority Representative shall deliver promptly to the extent Designated Senior Subordinated Priority Representative any Common Collateral or proceeds thereof or amounts otherwise received in accordance with this Agreement held by it in the same form as received, with any necessary to reflect differing amounts payableendorsements, and priorities or as a court of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablecompetent jurisdiction may otherwise direct.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents Administrative Agent and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral)Documents, second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to themoutstanding, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties Lenders in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee Agreement) with respect to any Guarantor shall not be amended (paid with amounts received from such Guarantor or its assets and the Lenders hereby irrevocably authorize the Administrative Agent to enter into such Excluded Obligations shall be disregarded in any such amendment) application of Collection Amounts pursuant to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicable.preceding paragraph

Application of Proceeds. The Lenders and (a) If any Collateral is sold or otherwise realized upon by the Administrative Agent agreeCollateral Trustee in connection with any foreclosure, as among collection or other enforcement of Priority Liens granted to the Collateral Trustee in the Security Documents, the proceeds received by the Collateral Trustee from such partiesforeclosure, as follows: collection or other enforcement will be distributed by the Collateral Trustee, subject to the provisions of the 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 legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security Document; SECOND, to the repayment of Indebtedness and other obligations, other than Priority Lien Obligations and Subordinated Lien Obligations, secured by a Permitted Prior Lien on the Collateral sold or realized upon to the extent that such other Indebtedness or obligation is (or is required) to be discharged in connection with such sale or other realization; THIRD, to the respective Priority Lien Representatives for application to the payment of all outstanding Term Loan Obligations and other Priority Lien Debt and any 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 Term Loan Obligations 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 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 Security Agreementapplicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt); FOURTH, to the respective Subordinated Lien Representatives for application to the payment of all outstanding Subordinated Lien Debt and any Junior other Subordinated Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts Obligations that are then due and outstanding under any of payable in such order as may be provided in the Loan Subordinated Lien Documents shall, except as otherwise expressly provided herein, be applied as follows: first, in an amount sufficient to pay in full in cash all reasonable out-of-pocket costs outstanding Subordinated Lien Debt and expenses (including reasonable attorneys’ fees to the extent provided herein) all other Subordinated Lien Obligations that are then due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents payable (including all expenses interest accrued thereon after the commencement of sale any Insolvency or other realization 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 or in respect (1) 105% of the Collateral aggregate undrawn amount and any sums advanced to (2) the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each percentage of the Lenders in connection with enforcing such Lender’s rights aggregate undrawn amount required for release of Liens under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal terms of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplusSubordinated Lien Document) of all outstanding letters of credit, if any, to whomever may be lawfully entitled to receive such surplus. To constituting Subordinated Lien Debt); and FIFTH, any surplus remaining after the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein payment in full, such moneys shall be allocated pro rata among full in cash of the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may preceding clauses will be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) paid to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes Company or tranches of loans added pursuant to Sections 2.6 and 2.8the applicable Guarantor, as applicablethe case may be, or its successors or assigns, or as a court of competent jurisdiction may direct.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms After an event of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding default under any Senior Debt Document has occurred and until such event of default is cured or waived, so long as the Loan Documents shallDischarge of Senior Obligations has not occurred, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Shared Collateral Agent or Proceeds thereof received in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization disposition of, or collection on, such Shared Collateral upon the exercise of remedies shall be applied: (a) first, by the Designated Senior Representative to the Senior Obligations in such order as specified in the relevant Senior Debt Documents until the Discharge of Senior Obligations has occurred (together with, in the case of repayment of any revolving credit or similar loans, a permanent reduction in respect the commitments thereunder), (b) second, shall be applied by the Designated Second Priority Representative to the Second Priority Debt Obligations until the Discharge of Second Priority Debt Obligations has occurred, (c) third, shall be applied by the Designated Senior Representative to any obligations (including any Excluded Senior Obligations) owed to the Senior Secured Parties in excess of the Collateral Maximum Senior Principal Amount and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided hereind) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal the Grantors or as a court of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured competent jurisdiction may otherwise direct. Upon the Discharge of Senior Obligations, each applicable Senior Representative shall deliver promptly to the Designated Second Priority Representative any Shared Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Security Agreement Designated Second Priority Representative to the Second Priority Debt Obligations in such order as Term Loan Facility specified in the relevant Second Priority Debt Documents. Upon the Discharge of Second Priority Debt Obligations, ratably among each applicable Second Priority Representative shall deliver promptly to the applicable Designated Senior Representative any Shared Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Senior Representative to any obligations owed to the Senior Secured Parties in proportion to excess of the respective amounts described Maximum Senior Principal Amount in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described order as specified in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablerelevant Senior Debt Documents.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts Any moneys collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, Trustee pursuant to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or this Article in respect of the Collateral Securities of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of Principal or interest, upon presentation of the several Securities and any sums advanced coupons appertaining to such Securities in respect of which moneys have been collected and noting thereon the payment, or issuing Securities of such series and tenor in reduced Principal amounts in exchange for the presented Securities of such series and tenor if only partially paid, or upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee under Section 8.7 applicable to the Collateral Agent or Securities of such series in respect of which moneys have been collected; SECOND: In case the Principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to preserve its security the payment of interest on the Securities of such series in default in the Collateral)order of the maturity of the installments of such interest, second, to pay all reasonable out-of-pocket costs and expenses with interest (including reasonable attorneys’ fees to the extent provided hereinthat such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference; THIRD: In case the Principal of the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and owing hereunder of each payable, to the payment of the Lenders whole amount then owing and unpaid upon all the Securities of such series for Principal and interest, with interest upon the overdue Principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in connection with enforcing the case of Original Issue Discount Securities) specified in the Securities of such Lender’s rights under the Loan Documents, third, series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such Principal and interest on Loans then outstanding; fourthor Yield to Maturity, without preference or priority of Principal over interest or Yield to pay principal Maturity, or of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the interest or Yield to Maturity over Principal, or of any installment of interest over any other installment of interest, or of any Security Agreement as Term Loan Facility Obligationsof such series over any other Security of such series, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable aggregate of such Principal and accrued and unpaid interest or Yield to them, Maturity; and fifth, to pay FOURTH: To the surpluspayment of the remainder, if any, to whomever may be the Company or any other person lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablethereto.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents or under any Hedging Arrangement or Cash Management Arrangement described in clause sixth below shall, except as otherwise expressly provided herein, be applied as follows: first, to pay interest on and then principal of Agent Advances then outstanding, second, to pay interest on and then principal of Swingline Loans then outstanding, third, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), secondfourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders and each of the Issuing Lenders in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents, thirdfifth, to pay interest on Loans and then outstanding; fourth, to pay principal of Revolving Credit Loans then outstanding and any Reimbursement Obligations then outstanding, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent, sixth, to pay obligations under Secured Hedge Agreements Hedging Arrangements and Cash Management Obligations Arrangements permitted hereunder and secured by the Security Guarantee and Collateral Agreement as Term and seventh(notwithstanding the foregoing, amounts received from any Loan Facility ObligationsParty shall not be applied to any Excluded Swap Obligation of such Loan Party), ratably among the applicable Secured Parties in proportion seventh, to the respective amounts described in this clause “fourth” payable to them, pay other Obligations then due and fifthowing and eighth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause “third” or “fourthfifth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in such clause “fifth”. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such timeCommitment Percentages. This Section 10.12 Subsection 10.14 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 Subsections 2.6, 2.7 and 2.8, as applicable.

Application of Proceeds. (a) The Lenders Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral and the Administrative Agent agree, as among such parties, as follows: proceeds of any title insurance policy required under any First Lien Document or Second Lien Document in the following order of application (subject to Section 7.2, to the extent applicable): FIRST, to the payment of all fees and all reasonable and documented costs and expenses incurred by the Collateral Trustee in connection with such sale, collection or realization or otherwise in connection with this Agreement or any of the Secured Obligations, and to any other Collateral Trustee Obligations, including all court costs and the reasonable fees and expenses of its agents, professional advisors and legal counsel, the repayment of all advances made by the Collateral Trustee hereunder 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; SECOND, to the respective First Lien Representatives for application to the payment of all outstanding First Lien Debt and any other First Lien Obligations that are then due and payable in such order as provided in the First Lien Documents in an amount sufficient to pay in full and discharge all outstanding First Lien Debt and all other First Lien Obligations that are then due and payable (including 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 Security Agreementapplicable First Lien Document) of all outstanding letters of credit constituting First Lien Debt 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); THIRD, to the respective Second Lien Representatives for application to the payment of all outstanding Second Lien Debt and any Junior other Second Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts Obligations that are then due and payable in such order as provided in the Second Lien Documents in an amount sufficient to pay in full and discharge all outstanding under any Second Lien Debt and all other Second Lien Obligations that are then due and payable (including the cash collateralization (at the lower of (1) 105% of the Loan Documents shallaggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Second Lien Document) of all outstanding letters of credit constituting Second Lien Debt that have not theretofore been cancelled, except terminated, fully cash collateralized as otherwise expressly provided hereinabove, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees fully supported by a letter of credit satisfactory to the extent provided herein) due and owing hereunder issuer of the Administrative Agent and the Collateral Agent letter of credit supported thereby or otherwise supported in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion a manner satisfactory to the respective amounts described in this clause “fourth” payable issuers thereof); and FOURTH, any surplus then remaining shall be paid to them, and fifth, the Grantors or their successors or assigns or to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same or as a court of competent jurisdiction may direct. To For purposes of this Section 3.4(a), “proceeds” of Collateral includes any and all cash, securities and other property realized from collection, foreclosure or enforcement of the extent Collateral Trustee’s Liens upon the Collateral (including distributions of Collateral in satisfaction of any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableObligations).

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject Subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during exercise of remedies provided for in Section 7.01, any amounts received on account of the continuance of an Event of Default, all amounts collected or received Secured Obligations shall be applied by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of in the Loan Documents shall, except as otherwise expressly provided herein, be applied as followsfollowing order: first, to pay all reasonable out-of-pocket costs payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and expenses other amounts (including reasonable attorneys’ fees fees, charges and disbursements of counsel to the extent provided herein) due and owing hereunder of the Administrative Agent and amounts payable under Sections 2.17 and 2.23) payable to the Collateral Administrative Agent in connection with enforcing the rights its capacity as such; second, to payment of that portion of the Agents Secured Obligations constituting fees, indemnities and other amounts payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders arising under the Loan Documents (including all expenses of sale or other realization of or and amounts payable under Section 2.17 and 2.23 and not specifically referred to in respect of the Collateral clauses third and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateralfourth below), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties them in proportion to the respective amounts described in this clause “fourth” Second payable to them, and fifth; third, to pay payment of that portion of the surplusSecured Obligations constituting accrued and unpaid interest on the Loans and other Secured Obligations arising under the Loan Documents, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata ratably among the applicable Secured Parties Lenders in proportion to the respective amounts described in this clause Third payable to them; fourth, to payment of that portion of the applicable clause at such time. This Section 10.12 may be amended (Secured Obligations constituting unpaid principal of the Loans and Secured Swap Obligations and Secured Cash Management Obligations, ratably among the Lenders hereby irrevocably authorize and counterparties referred to in the Administrative Agent to enter into any such amendment) definitions of Secured Swap Obligations and Secured Cash Management Obligations that are parties thereto in proportion to the extent necessary respective amounts described in this clause Fourth payable to reflect differing amounts payablethem; and last, and priorities of paymentsthe balance, if any, after the Secured Obligations have been paid in full, as may otherwise be required by any Intercreditor Agreement and, thereafter, to Lenders participating the Borrower or as otherwise required by Law. Notwithstanding the foregoing, Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablethe Loan Documents.

Application of Proceeds. The Lenders With respect to any prepayments of the Term Loans made by Borrower pursuant to Section 1.5(a), such prepayments shall be applied to the outstanding principal balance of the Term Loans ratably as to the outstanding principal balance of Term Loan A and the Administrative Agent agreeoutstanding principal balance of Term Loan B. With respect to any prepayments made by Borrower pursuant to Sections 1.5(b) or (c), as among such partiesprepayments shall be applied (in each case, as follows: subject on a pari passu basis, to any liquidated, non-contingent outstanding balance of the Pre-Petition Lender Expense Claims) (i) with respect to the terms proceeds of that portion of the Security Agreementassets at issue that comprise all or a portion of the Borrowing Base, any Junior Lien Intercreditor Agreementfirst, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after to that portion of the occurrence and during outstanding principal balance of the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender Swing Line Advances attributable to those Swing Line Advances made on account of amounts then due and outstanding under any of the Loan Documents shallapplicable assets, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees which application shall effect a permanent reduction to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Revolving Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral)Commitment, second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees that portion of the outstanding principal balance of the Revolving Credit Advances attributable to those Revolving Credit Advances made on account of the applicable assets, which application shall effect a permanent reduction to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Revolving Loan DocumentsCommitment, third, to pay interest on the outstanding principal balance of the Term Loans then outstanding; ratably as to the outstanding principal balance of Term Loan A and the outstanding principal balance of Term Loan B, and fourth, to pay cash collateralize Letters of Credit as provided in Section 1.5(e); (ii) with respect to the proceeds of that portion of the assets at issue that comprise all or a portion of the Pre-Petition Borrowing Base other than Accounts (the proceeds of which Accounts shall be subject to the preceding clause (i)), first, to the outstanding principal balance of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsB, ratably among the applicable Secured Parties in proportion second, to the respective amounts described in this clause “outstanding principal balance of Term Loan A, third, to the outstanding principal balance of the Swing Line Advances, which shall effect a permanent reduction to the Swing Line Commitment and the Revolving Loan Commitment, fourth” payable , to themthe outstanding principal balance of the Revolving Credit Advances, which shall effect a permanent reduction to the Revolving Loan Commitment, and fifth, to pay cash collateralize Letters of Credit as provided in Section 1.5(e); and (iii) with respect to the surplusproceeds of that portion of the assets at issue that do not comprise all or a portion of the Borrowing Base or the Pre-Petition Borrowing Base, if anyfirst, to whomever may be lawfully entitled the outstanding principal balance of the Term Loans ratably as to receive the outstanding principal balance of Term Loan A and the outstanding principal balance of Term Loan B, second, to the outstanding principal balance of the Swing Line Advances, which shall effect a permanent reduction to the Swing Line Commitment and the Revolving Loan Commitment, third, to the outstanding principal balance of the Revolving Credit Advances, which shall effect a permanent reduction to the Revolving Loan Commitment, and fourth, to cash collateralize Letters of Credit as provided in Section 1.5(e). Considering each type of Loan being prepaid separately, any such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys prepayment shall be allocated pro rata among applied first to Index Rate Loans of the applicable Secured Parties type required to be prepaid before application to LIBOR Loans of the type required to be prepaid, in proportion to the respective amounts described each case in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into a manner that minimizes any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableresulting LIBOR Breakage Costs.

Application of Proceeds. The Lenders (a) Revolving Nature of ABL Obligations and Certain Term Obligations. Each Term Agent, for and on behalf of itself and the Administrative Term Secured Parties represented by it, expressly acknowledges and agrees that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Agent agreeand the ABL Lenders will apply payments and make advances thereunder, as among such partiesand 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 connection with a permitted disposition by the ABL Credit Parties under the 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, as follows: and that, subject to Section 5.2, the terms of the Security 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 any Term Agent (or any Term Secured Party) commences the Exercise of Any Secured Creditor Remedies, all amounts received (other than amounts received in received in respect of ABL Exclusive Collateral) by the ABL Agent or any ABL Lender shall be applied as specified in this Section 4.1. The ABL Agent, for and on behalf of the ABL Secured Parties, expressly acknowledges and agrees that (i) the First Lien Term Credit Agreement may include a revolving commitment, that in the ordinary course of business the applicable First Lien Term Agent and applicable First Lien Term Lenders will apply payments and make advances thereunder, and that no application of any Term Priority Collateral or the release of any Lien by the applicable First Lien Term Agent upon any portion of the Collateral in connection with a permitted disposition by the Term Credit Parties under the First Lien Term Credit Agreement shall constitute the Exercise of Secured Creditor Remedies under this Agreement; (ii) the amount of the First Lien Term Obligations under any facility with respect to any Incremental Revolving Commitments (as defined in the First Lien Term Credit Agreement), or any other revolving credit facility under the First Lien Term Credit Agreement, that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that, subject to Section 5.2, the terms of the First Lien Term Obligations under any facility with respect to any Incremental Revolving Commitments (as defined in the First Lien Term Credit Agreement), or any other revolving credit facility under the First Lien Term Credit Agreement, may be modified, extended or amended from time to time, and that the aggregate amount of the First Lien Term Obligations under any facility with respect to any Incremental Revolving Commitments (as defined in the First Lien Term Credit Agreement), or any other revolving credit facility under the First Lien Term Credit Agreement, may be increased, replaced or refinanced, in each event, without notice to or consent by the ABL Secured Parties and without affecting the provisions hereof; and (iii) all Term Priority Collateral received by the applicable First Lien Term Agent may be applied, reversed, reapplied, credited, or reborrowed, in whole or in part, to the First Lien Term Obligations under any facility with respect to any Incremental Revolving Commitments (as defined in the First Lien Term Credit Agreement), or any other revolving credit facility under the First Lien Term Credit Agreement, at any time; provided, however, that from and after the date on which any First Lien Term Agent (or any First Lien Term Secured Party) or the ABL Agent (or any ABL Secured Party) commences the Exercise of Any Secured Creditor Remedies, all #94592040v2 amounts received by the First Lien Term Agent or any First Lien Term 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 ABL Obligations or the Term Obligations, or any portion thereof. Notwithstanding anything to the contrary contained in this Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement Term Document or any Intercreditor Agreement SupplementABL Document, after each Credit Party and each Term Agent, for itself and on behalf of the occurrence Term Secured Parties represented by it, agrees that, until the Discharge of ABL Obligations occurs, (i) only Term Priority Collateral or proceeds of the Term Priority Collateral shall be deposited in the Term Loan Priority Accounts and during (ii) prior to the continuance receipt of an Event of Defaulta Term Cash Proceeds Notice, the ABL Secured Parties are hereby permitted to treat all cash, cash equivalents, Money, collections and payments deposited in any ABL Deposit and Securities Account or otherwise received by any ABL Secured Parties as ABL Priority Collateral, and no such amounts collected credited to any such ABL Deposit and Securities Account or received by any ABL Secured Parties or applied to the Administrative Agent ABL Obligations shall be subject to disgorgement or deemed to be held in trust for the benefit of the Term Secured Parties (and all claims of the Term Agents or any Lender on account of other Term Secured Party to such amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateralare hereby waived), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicable.

Application of Proceeds. The Lenders (a) At such intervals as may be agreed upon by the 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 shall apply all or any part of Proceeds constituting Collateral or any amount received from any Guarantor pursuant to Section 2 hereof, whether or not held in any Collateral Account in payment of the Obligations in the following order: First , to payment of amounts owing to the Administrative Agent in its capacity as such in accordance with the terms of the Credit Agreement; Second , pro rata (based on the respective amount of the Obligations described in clauses (i), (ii) and (iii) below) to (i) the payment of all other Obligations (other than Equally and Ratably Secured Notes Obligations) due and owing to the Secured Parties for application in accordance with the terms of Section 8.2 of the Credit Agreement, (ii) the TWC Notes Trustee for application to the Equally and Ratably Secured Notes Obligations in respect of the TWC Notes in accordance with the TWC Indenture and (iii) to the TWCE Notes Trustee for application to the Equally and Ratably Secured Notes Obligations in respect of the TWCE Notes in accordance with the TWCE Indenture; and Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as a court of competent jurisdiction shall direct. (b) In making the determination and allocations required by this Section 7.3, the Administrative Agent may conclusively rely upon information supplied by the TWC Notes Trustee as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Equally and Ratably Secured Notes Obligations in respect of the TWC Notes and upon information supplied by the TWCE Notes Trustee as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Equally and Ratably Secured Notes Obligations in respect of the TWCE Notes and the Administrative Agent agree, as among such parties, as follows: subject shall have no liability to the terms any of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement Secured Parties or any Intercreditor Agreement Supplement, after of the occurrence holders of Equally and during the continuance Ratably Secured Notes Obligations for actions taken in reliance on such information; provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party or any holder of an Event of Default, all amounts collected or received Equally and Ratably Secured Notes Obligations in any information so supplied. All distributions made by the Administrative Agent pursuant to this Section 7.3 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Administrative Agent shall have no duty to inquire as to the application by the TWC Notes Trustee or the TWCE Notes Trustee of any amounts distributed to the TWC Notes Trustee or the TWCE Notes Trustee by the Administrative Agent. (c) If, despite the provisions of this Agreement, any Secured Party or any Lender holder of Equally and Ratably Secured Notes Obligations shall receive any payment or other recovery in excess of its portion of payments on account of amounts the Obligations to which it is then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicable.22

Application of Proceeds. The Lenders Lenders, the Administrative Agent, the Canadian Agent, the Collateral Agent and the Administrative Canadian Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent, the Canadian Agent, the Collateral Agent, the Canadian Collateral Agent any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, shall be applied as follows: first, to pay interest on and then principal of Agent Advances then outstanding, second, to pay interest on and then principal of Swingline Loans then outstanding, third, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent, the Canadian Agent, the Collateral Agent and the Canadian Collateral Agent in connection with enforcing the rights of the Agents Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), secondfourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders and each of the Issuing Lenders in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents, thirdfifth, to pay interest on Loans and then outstanding; fourth, to pay principal of Revolving Credit Loans then outstanding and obligations under Secured Hedge Agreements any Reimbursement Obligations then outstanding, and Cash Management to cash collateralize any outstanding Bankers’ Acceptances or L/C Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion on terms reasonably satisfactory to the respective amounts described in this clause “fourth” payable to them, Administrative Agent and fifthsixth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause “third” or “fourthfifth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit or to outstanding Bankers’ Acceptances which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent or the Canadian Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit or to reimburse any applicable Canadian Revolving Lender upon the maturity of such Bankers’ Acceptances and (y) then, following the expiration of all Letters of Credit and maturity of all Bankers’ Acceptances, to all other obligations of the types described in such clause “fifth”. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableCommitment Percentages.

Application of Proceeds. The Lenders 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 Administrative Agent agreeDischarge of Senior Obligations has not 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 shall be applied by the Designated Senior Representative to the Senior Obligations in such order as among such partiesspecified in the relevant Senior Debt Documents (including the First Lien Intercreditor Agreement) until the Discharge of Senior Obligations has occurred. Upon the Discharge of Senior Obligations, each applicable Senior Representative shall deliver promptly to the Designated Second Priority Representative any Shared Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Second Priority Representative to the Second Priority Debt Obligations as follows: subject (a) first, to the payment of all amounts owing to each Second Priority Representative (each in its capacity as such) pursuant to the terms of any Second Priority Debt Documents, (b) second, subject to Section 1.03, to the Security Agreementpayment in full of the Second Priority Debt Obligations under each Second Priority Debt Facility on a ratable basis, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplementwith such payments to be applied to the Second Priority Debt Obligations under a Second Priority Debt Facility in accordance with the terms of the relevant Second Priority Debt Documents and (c) third, after (i) payment in full of all Second Priority Debt Obligations and (ii) the occurrence and during the continuance termination or expiration of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding commitments to lend under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: firstSecond Priority Debt Documents, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent Parent Borrower and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale other Grantors or other realization of their successors or in respect of the Collateral and any sums advanced to the Collateral Agent assigns, as their interests may appear, or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same, or as a court of competent jurisdiction may direct. To Notwithstanding the extent foregoing, with respect to any amounts available Second Priority Collateral for distribution pursuant to clause “third” which a third party (other than a Second Priority Debt Party) has a lien or “fourth” above are insufficient to pay all obligations described therein security interest that is junior in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion priority to the respective amounts described security interest of any Second Priority Debt Facility but senior (as determined by appropriate legal proceedings in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into case of any such amendmentdispute) to the extent necessary security interest of any other Second Priority Debt Facility (such third party, an “Intervening Creditor”), the value of any Second Priority Collateral or any Proceeds allocated to reflect differing amounts payable, and priorities such Intervening Creditor shall be deducted on a ratable basis solely from the Second Priority Collateral or Proceeds to be distributed in respect of payments, the Second Priority Debt Facility with respect to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablewhich such Impairment exists.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after Upon the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or proceeds of any Lender on account of amounts then due and outstanding under any of the Loan Documents shallsale of, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of upon, all or in respect any part of the Collateral and any sums advanced cash held shall be applied by the Agent in the following order of priorities: FIRST, to payment of the expenses of such sale or other realization, including reasonable compensation to agents and counsel for the Agent, and all expenses, liabilities and advances incurred or made by the Agent in connection therewith, and any other unreimbursed expenses for which the Agent is to be reimbursed pursuant to Section 11 hereof; SECOND, to the Collateral Agent or to preserve its security interest in ratable payment of unpaid principal of the Collateral), secondFirst Priority Secured Obligations; THIRD, to pay the ratable payment of accrued but unpaid interest on the First Priority Secured Obligations in accordance with the terms thereof; FOURTH, to the ratable payment of all reasonable out-of-pocket costs other First Priority Secured Obligations, until all First Priority Secured Obligations shall have been paid in full; FIFTH, to the ratable payment of all Second Priority Secured Obligations, until all Second Priority Secured Obligations have been paid in full; FINALLY, to payment to the Borrower or its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. The Agent may make distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof. Any amount distributable pursuant to this Section 13 in respect of any Letter of Credit Exposure consisting of undrawn letters of credit shall be retained by the Agent for payment to the Secured Parties that are issuers thereof at such time as such letters of credit are drawn and expenses (including reasonable attorneys’ fees then only to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing any such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplusdraw. To the extent that any amounts available for distribution such letter of credit expires undrawn, any amount then held by the Agent pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein the preceding sentence in full, such moneys respect thereof shall be allocated pro rata among distributed in accordance with the applicable priorities established by this Section 13, it being understood that any reimbursement obligations in respect of such expired letter of credit shall not be included in Secured Parties in proportion to the respective amounts described in the applicable clause at Obligations for purposes of such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicabledistribution.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any the Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; , fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodity Agreements and Cash Management Obligations Bank Product Agreements permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the this applicable clause at such time. This Section 10.12 Subsection 10.14 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 Subsections 2.6, 2.8 and 2.8, 2.9 as applicable.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents or under any Hedging Arrangement or Cash Management Arrangement described in clause sixth below shall, except as otherwise expressly provided herein, be applied as follows: first, to pay interest on and then principal of Agent Advances then outstanding, second, to pay interest on and then principal of Swingline Loans then outstanding, third, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), secondfourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders and each of the Issuing Lenders in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents, thirdfifth, to pay interest on Loans and then outstanding; fourth, to pay principal of Revolving Credit Loans then outstanding and any Reimbursement Obligations then outstanding, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent, sixth, to pay obligations under Secured Hedge Agreements Hedging Arrangements and Cash Management Obligations Arrangements permitted hereunder and secured by the Security Guarantee and Collateral Agreement as Term (notwithstanding the foregoing, amounts received from any Loan Facility ObligationsParty shall not be applied to any Excluded Swap Obligation of such Loan Party), ratably among the applicable Secured Parties in proportion seventh, to the respective amounts described in this clause “fourth” payable to them, pay other Obligations then due and fifthowing and eighth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause “third” or “fourthfifth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in such clause “fifth”. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such timeCommitment Percentages. This Section 10.12 Subsection 10.14 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 Subsections 2.6, 2.7 and 2.8, as applicable.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject (a) Subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, the Collateral Trustee will apply the proceeds of any Other Intercreditor Agreement collection, sale, foreclosure or other realization upon, or exercise of any Intercreditor Agreement Supplementright or remedy with respect to, after any Collateral, and any condemnation proceeds with respect to the occurrence and during Collateral, in the continuance following order of an Event application: FIRST, to the payment of Default, all amounts collected or received by the Administrative Agent or any Lender payable under this Agreement on account of amounts the Collateral Trustee’s fees and any reasonable legal fees, costs, expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Parity Lien Document (including, but not limited to, indemnification obligations); SECOND, to the respective Parity Lien Representatives equally and ratably (except as provided in Section 2.2(b)) for application to the payment of all outstanding Parity Lien Debt and any other Parity Lien Obligations that are then due and outstanding under any of payable in such order as may be provided in the Loan Parity Lien Documents shall, except as otherwise expressly provided herein, be applied as follows: first, in an amount sufficient to pay in full in cash all reasonable out-of-pocket costs outstanding Parity Lien Debt and expenses all other Parity Lien Obligations that are then due and payable (including reasonable attorneys’ fees including, to the extent provided hereinlegally permitted, all interest, fees and expenses 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, fees or expenses 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 (1) due and owing hereunder 105% of the Administrative Agent aggregate undrawn amount and (2) the Collateral Agent in connection with enforcing the rights percentage of the Agents and the Lenders aggregate undrawn amount required for release of Liens under the Loan Documents (including all expenses of sale or other realization of or in respect terms of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay applicable Parity Lien Document) of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder outstanding letters of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surpluscredit, if any, to whomever may be lawfully entitled to receive such surplus. To constituting Parity Lien Debt); THIRD, any surplus remaining after the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein payment in full, such moneys shall be allocated pro rata among full in cash of the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This preceding clauses will be paid as required under Section 10.12 may be amended (and 6.01 of the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) Intercreditor Agreement or otherwise, to the extent necessary to reflect differing amounts payableapplicable Grantor, and priorities as directed in writing by the Company, its successors or assigns, or as a court of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablecompetent jurisdiction may direct.

Application of Proceeds. The Lenders and After the Administrative exercise of remedies by the Collateral Agent agreeor the Secured Parties pursuant to the Note Documents or any Additional Pari Passu Agreement, as among such partiesany proceeds of the Collateral, when received by the Collateral Agent or any of the Secured Parties will be applied as follows, and each Obligor irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Collateral Agent shall have the continuing and exclusive right to apply and reapply any and all such proceeds in the Collateral Agent’s sole discretion, notwithstanding any entry to the contrary upon any of its books and records: subject First, to pay incurred and unpaid fees and expenses of the Collateral Agent in its capacity as such pursuant to the terms of the Security AgreementNote Documents and any Additional Pari Passu Debt Agreements and incurred and unpaid fees and expenses of the Trustees in its capacity as such pursuant to the terms of the Note Documents and any Additional Pari Passu Agent pursuant to the terms of the applicable Additional Pari Passu Agreements; Second, to the Trustee and the representatives of any Junior Lien Intercreditor Agreementclass of Permitted Additional Pari Passu Obligations, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received for application by the Administrative Agent or any Lender on account it towards payment of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs owing and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or remaining unpaid in respect of the Collateral and any sums advanced Secured Obligations, pro rata among the Secured Parties according to the Collateral Agent or to preserve its security interest in amounts of the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) Secured Obligations then due and owing hereunder of each of and remaining unpaid to the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion accordance with the terms of the Indenture and Additional Pari Passu Agreements, as applicable; Third, any balance remaining after the Secured Obligations shall have been paid in full, provided no letters of credit shall be outstanding under any Additional Pari Passu Agreements (unless the outstanding amount of the letter of credit obligations related thereto has been cash collateralized in an amount and manner satisfactory to the respective amounts described in this clause “fourth” payable relevant issuing lender) and all commitments under any Additional Pari Passu Agreements shall have terminated, shall be paid over to them, and fifth, the Issuer or to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same. To In making the extent any amounts available for distribution pursuant to clause “third” determination and allocations required by this Section 13, the Collateral Agent may conclusively rely upon information supplied by the Truste or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion Additional Pari Passu Agent as to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (of unpaid principal and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) interest and other amounts outstanding with respect to the extent necessary to reflect differing amounts payable, Notes and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8such Additional Pari Passu Obligations, as applicable, and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information. If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Secured Obligations to which it is then entitled in accordance with this Agreement, such Secured Party shall hold such payment or other recovery in trust for the benefit of all Secured Parties hereunder for distribution in accordance with this Section 13.

Application of Proceeds. The Lenders and Except as expressly provided elsewhere in the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement SupplementLoan Documents, after the occurrence exercise of remedies provided for under this Agreement or the other Loan Documents (or after the Loans have automatically become immediately due and during payable) any amounts received on account of the continuance of an Event of Default, Obligations (including all amounts collected or proceeds received by the Administrative Agent or in respect of any Lender on account of amounts then due and outstanding under sale, any of the Loan Documents shallcollection from, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of upon all or in respect any part of the Collateral and any sums advanced amounts in any of the HOV Accounts) shall be applied in full or in part by the Administrative Agent against the Obligations in the following order of priority: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Collateral Administrative Agent) payable to the Administrative Agent or to preserve in its security interest in the Collateral), second, to pay capacity as such (including all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders any sale, collection or other realization upon Collateral or any expenditures in connection with enforcing such Lender’s rights under the Loan Documents, thirdpreservation of Collateral); Second, to pay interest on Loans then outstanding; fourthpayment of that portion of the Obligations constituting fees (excluding any Exit Fee and Prepayment Premium), indemnities, expenses and other amounts (other than principal and interest) (including fees, charges and disbursements of counsel to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsLenders) payable to the Lenders, ratably among the applicable Secured Parties them in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth; Third, to pay payment of that portion of the surplusObligations constituting accrued and unpaid interest on the Loans and other Obligations, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata ratably among the applicable Secured Parties Lenders in proportion to the respective amounts described in this clause payable to them; Fourth, to payment of that portion of the applicable clause at such time. This Section 10.12 may be amended (Obligations constituting Exit Fee and Prepayment Premium on the Loans, ratably among the Lenders hereby irrevocably authorize in proportion to the respective amounts described in this clause payable to them; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause held by them; Sixth, to payment of all other Obligations, ratably among the Administrative Agent and Lenders in proportion to enter into the respective amounts described in this clause held by them and Last, the balance, if any, after all of the Obligations (including amounts owed to any Defaulting Lender) have been indefeasibly paid in full, to the Borrowers or as otherwise required by Requirement of Law. Notwithstanding the foregoing, if a proceeding under any Debtor Relief Law shall be commenced by or against any Borrower and in the event the treatment of Obligations held by Affiliated Lenders (or Assignees of any such amendmentAffiliated Lender) is disproportionately adverse treatment (i.e. results “less than ratable treatment” or “proportionately lesser payment”) for such Persons than the treatment of, or payment on, Obligations held by Lenders that are not Affiliated Lenders (or Assignees of any such Affiliated Lender), then, in such event, the Affiliated Lenders (or Assignees of any such Affiliated Lender), then, in such event, the Affiliated Lenders (or Assignees of any such Affiliated Lender) shall be permitted to the extent necessary (and agree to) receive less than ratable payment in respect of similar Obligations owed to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablethem.

Application of Proceeds. The Lenders and So long as the Administrative Agent agreeDischarge of First Priority Obligations has not occurred, as among such parties, as follows: subject to whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the terms of the Security AgreementCompany or any other Grantor, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement Collateral or any Intercreditor Agreement Supplement, after the occurrence and during the continuance proceeds thereof received in connection with any Enforcement Action or other exercise of an Event of Default, all amounts collected or received remedies by the Administrative First Priority Collateral Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shallFirst Priority Claimholders, except as otherwise expressly provided herein, shall be applied as followsapplied: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees by the First Priority Collateral Agent to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent First Priority Obligations that are not Excess First Priority Obligations in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest such order as specified in the Collateral), relevant First Priority Loan Documents; second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees the payment by the Second Priority Collateral Agent pro rata to the extent provided herein) due and owing hereunder Second Priority Note Trustee for application to the Second Priority Obligations that are not Excess Second Priority Obligations in such order as specified in the relevant Second Priority Indenture Documents; third, by the First Priority Collateral Agent to the payment of each of any Excess First Priority Obligations in such order as specified in the Lenders in connection with enforcing such Lender’s rights under the relevant First Priority Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion Second Priority Collateral Agent pro rata to the respective amounts described payment to the Second Priority Note Trustee for application to any Excess Indenture Obligations in this clause “fourth” payable to them, such order as specified in the Second Priority Indenture Documents; and fifth, to pay the surplusapplicable Grantor or as otherwise required by applicable law; provided that any non-cash Collateral or non-cash proceeds will be held by the First Priority Collateral Agent as Collateral unless the failure to apply such amounts would be commercially unreasonable. Upon the Discharge of First Priority Obligations, if anythe First Priority Collateral Agent shall deliver to the Second Priority Collateral Agent any Collateral and proceeds of Collateral held by it in the same form as received, with any necessary endorsements to the Second Priority Collateral Agent, or as a court of competent jurisdiction may otherwise direct, to whomever may be lawfully entitled to receive such surplus. To paid by the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated Second Priority Collateral Agent pro rata among the applicable Secured Parties in proportion to the respective amounts described Second Priority Note Trustee for application to the Second Priority Obligations in such order as specified in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableSecond Priority Indenture Documents.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to 1002368556v5 #88946885v8 preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such LenderXxxxxx’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicable.

Application of Proceeds. The Lenders From and after the date on which anythe Administrative Agent agree, as among such parties, as follows: subject has taken any action pursuant to the terms this Section 9.2 [Consequences of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, ] and until all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any Obligations of the Loan Documents shallParties have been Paid in Full, except as otherwise expressly provided hereinany and all proceeds received by any Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by any Agent, shall be applied as follows: firstFirst, to pay all reasonable payment of that portion of the Obligations constituting fees, indemnities, out-of-pocket costs expenses and expenses other amounts (including reasonable attorneys’ fees fees, charges and disbursements of counsel to the extent provided hereinAdministrative AgentsAgent and the Collateral Agent) due and owing hereunder of payable to the Administrative Agent and AgentsAgent or the Collateral Agent in connection with enforcing the rights their respective capacities as such; Second, to payment of that portion of the Agents Obligations constituting fees, indemnities and other amounts (other than principal, interest. Letter of Credit Fees and Applicable Prepayment Premium) payable to the Lenders and the Issuing Lenders under the Loan Documents (including all expenses fees, charges and disbursements of sale or other realization of or in respect of the Collateral and any sums advanced counsel to the Collateral Agent or to preserve its security interest in respective Lenders and the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided hereinIssuing Lenders) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights arising under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties them in proportion to the respective amounts described in this clause “fourth” (b) payable to them, and fifth; Third, to pay payment of that portion of the surplusObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, if anyReimbursement Obligations and other Obligations arising under the Loan Documents, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata ratably among the applicable Secured Parties Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause (c) payable to them; Fourth, to the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Revolving/TLA Administrative Agent for the account of the Issuing Lenders, to enter into any such amendment) Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent necessary not otherwise Cash Collateralized by the Borrower pursuant to reflect differing amounts payable, and priorities of paymentsthis Agreement; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and Obligations then owing under Specified Swap Agreements and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lenders participating and the providers of Specified Swap Agreements and Other Lender Provided Financial Service Products in proportion to the respective amounts described in this clause (e) held by them; Sixth, to payment of that portion of the Obligations constituting the Applicable Prepayment Premium, if any, ratably among the Lenders entitled thereto[reserved] ; and Last, the balance, if any, after all of the Obligations have been indefeasibly Paid in Full, to the Borrower or as otherwise required by Law. Notwithstanding the foregoing, (a) amounts received from the Borrower or any new classes or tranches Guarantor that is not a Qualified ECP Loan Party shall not be applied to the Obligations that are Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of loans added this clause (a), the Administrative AgentsAgent shall make such adjustments as they determine are appropriate to distributions pursuant to Sections 2.6 and 2.8clause Fifth above from amounts received from a Qualified ECP Loan Party to ensure, as applicablenearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause Fifth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause Fifth above) and (b) Obligations arising under Specified Swap Agreements and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agents haveAgent has not received written notice thereof, together with such supporting documentation as the Administrative AgentsAgent may request, from the counterparty to such Specified Swap Agreement or Other Lender Provided Financial Service Product, as the case may be. Each counterparty to a Specified Swap Agreements and Other Lender Provided Financial Service Products not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative AgentsAgent pursuant to the terms of Section 10 [The Agents] hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The Lenders (a) If any Collateral is sold or otherwise realized upon by the Collateral Trustee in connection with any foreclosure, collection or other enforcement of Liens granted to the Collateral Trustee in the Security Documents, the proceeds received by the Collateral Trustee from such foreclosure, collection or other enforcement will be distributed by the Collateral Trustee 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 legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent agreeCollateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security Document; SECOND, to the respective Priority Lien Representatives on a pro rata basis for application to the payment of all outstanding Priority Lien Debt and any other Priority Lien Obligations that are then due and payable in such order as among may be provided in the Priority Lien Documents in an amount sufficient to pay in full in cash all outstanding Priority Lien Debt and all other Priority Lien Obligations (other than any indemnification or other contingent liabilities in respect of which no claim or demand for payment has been made at such partiestime) 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 follows: subject to a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 101% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the Security Agreementapplicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt); THIRD, to the respective Parity Lien Representatives on a pro rata basis for application to the payment of all outstanding Parity Lien Debt and any Junior other Parity Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts Obligations that are then due and outstanding under any of payable in such order as may be provided in the Loan Parity Lien Documents shall, except as otherwise expressly provided herein, be applied as follows: first, in an amount sufficient to pay in full in cash all reasonable out-of-pocket costs outstanding Parity Lien Debt and expenses all other Parity Lien Obligations (including reasonable attorneys’ fees other than any indemnification or other contingent liabilities in respect of which no claim or demand for payment has been made at such time) that are then due and payable (including, to the extent provided hereinlegally 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, and including the discharge or cash collateralization (at the lower of (1) due and owing hereunder 101% of the Administrative Agent aggregate undrawn amount and (2) the Collateral Agent in connection with enforcing the rights percentage of the Agents and the Lenders aggregate undrawn amount required for release of Liens under the Loan Documents (including all expenses of sale or other realization of or in respect terms of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay applicable Parity Lien Document) of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder outstanding letters of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surpluscredit, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullconstituting Parity Lien Debt); FOURTH, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective Junior Lien Representatives on a pro rata basis for application to the payment of all outstanding Junior Lien Debt and any other 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 (other than any indemnification or other contingent liabilities in respect of which no claim or demand for payment has been made at such time) 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 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) 101% 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); and FIFTH, any surplus remaining after the payment in full in cash of the amounts described in the applicable clause at such time. This Section 10.12 may preceding clauses will be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) paid to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes Issuer or tranches of loans added pursuant to Sections 2.6 and 2.8the applicable Grantor, as applicablethe case may be, its successors or assigns, or as a court of competent jurisdiction may direct.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien ABL/Term Loan Intercreditor Agreement, any Other the Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement SupplementAgreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay interest on and then principal of Agent Advances then outstanding, second, to pay interest on and then principal of Swingline Loans then outstanding, third, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), secondfourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders and each of the Issuing Lenders in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents, thirdfifth, to pay (on a ratable basis) (A) interest on Loans and then outstanding; fourth, to pay principal of Revolving Credit Loans then outstanding and any Reimbursement Obligations then outstanding, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent and (B) any outstanding obligations payable under (i) Designated Cash Management Agreements, up to the maximum amount of the exposure thereunder as notified from time to time by the Cash Management Party to the Administrative Agent pursuant to the definition of “Cash Management Reserves” and (ii) Designated Hedging Agreements up to the maximum amount of the MTM value thereunder as notified from time to time by the Hedging Party (or, if applicable, an alternative MTM value notified by the Parent Borrower pursuant to a Dealer Polling) to the Administrative Agent pursuant to the definition of “Designated Hedging Reserves”, in each case which are secured under the Security Documents or otherwise, sixth, to pay obligations under Secured Hedge Agreements and Cash Management Obligations Arrangements (other than pursuant to any Designated Cash Management Agreements, but including any amounts not paid pursuant to clause “fifth”(B)(i) above) and Permitted Hedging Arrangements (other than pursuant to any Designated Hedging Agreements, but including any amounts not paid pursuant 193 to clause “fifth”(B)(ii) above) permitted hereunder and secured by the Security Guarantee and Collateral Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifthseventh, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause “third” or “fourthfifth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in such clause “fifth”. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such timeCommitment Percentages. This Section 10.12 Subsection 10.14 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 Subsections 2.6, 2.7 and 2.8, as applicable.

Application of Proceeds. The Lenders Subject to the requirements of the Lenders’ financing documents and the Administrative Agent agree, as among such parties, as follows: subject to the terms rights or remedies of the Security AgreementLenders thereunder, Seller shall apply any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or insurance proceeds received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights damage or destruction of the Agents Project toward the repair, reconstruction or replacement of the Project; provided, however, that if the Project is damaged or destroyed due to an event of Force Majeure to an extent that results, or could reasonably be expected to result, in a repair schedule exceeding twelve (12) months, then, notwithstanding anything in this Agreement to the contrary, Seller shall not be obligated to repair, reconstruct or restore the Project unless and until Buyer waives termination under Section 18.3 for the reasonable duration of the repair. Seller shall use commercially reasonable efforts to include in the Lenders’ financing documents an obligation on the part of Seller and the Lenders under to apply the Loan Documents (including all expenses proceeds of sale or other realization of or in respect of the Collateral physical damage, and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders similar insurance obtained by Seller in connection with enforcing the Project to repair and maintain the Project in order to effectuate Seller’s obligations under this Agreement. In no event shall Seller enter into an agreement with the Lenders respecting the use of insurance proceeds that is not consistent with generally accepted practices in similar financings within the electric industry. DESIGN AND CONSTRUCTION OF PROJECT Seller’s Obligations. At no cost to Buyer, Seller shall: Develop, design, procure, construct, commission, test, own, operate and maintain the Project as required for Seller to perform its obligations under this Agreement; Acquire and maintain all entitlements, consents, franchises, permits, certificates, licenses, authorizations and approvals required by any applicable Governmental Authority (other than the CPUC Approval and requirements of Buyer as the Scheduling Coordinator pursuant to Article 17) for the design, development, construction, installation, testing, interconnection, operation, maintenance, monitoring, removal, and ownership of the Project, (the “Required Permits”); Pay all costs allocated to the Project related to acquiring and/or maintaining rights of way and upgrades to, and construction of, facilities required to interconnect the Project to the electric retail system and the Participating Transmission Owner’s electric system and CAISO Grid under Full Capacity Deliverability Status (as defined in the Tariff), consistent with Applicable Laws and Seller’s interconnection agreement. Design Review. In the event that construction of the Project has not commenced by the Effective Date, at Buyer’s request, Seller shall provide to Buyer information related solely to operational characteristics of the Project for Buyer’s review prior to finalizing design of the Project and before beginning construction work. Seller shall provide to Buyer Notice of any changes Seller proposes to make to the Project which will materially impact its operational characteristics and the operational characteristics of such Lenderchanges, for Buyer’s rights under review as far in advance as practicable, but in no event less than 30 days before the Loan Documentschanges are to be made. Buyer may notify Seller in writing of the results of Buyer’s review of the information provided by Seller pursuant to Section 5.2.1 or 5.2.2, thirdwithin 30 days of Buyer’s receipt of the specifications for the Project or the change, as appropriate, including a description of any flaws perceived by Buyer in the design. Seller shall in good faith consider any of Buyer’s proposed revisions to Seller’s design provided, however, that Seller shall be solely responsible for the final design and shall have no obligation to implement any of Buyer’s proposed revisions to Seller’s design. CONSTRUCTION PERIOD AND MILESTONES Milestone Schedule. In order to meet the Guaranteed Initial Delivery Date, Seller shall use reasonable efforts to meet the construction milestones set forth on Appendix 6.1(a) (“Milestone Schedule”) and to avoid or minimize any delays in meeting such Milestone Schedule. No later than the 10th day of each month while the Project has not yet met its Initial Delivery Date, Seller shall deliver to Buyer a monthly progress report, substantially in the form set forth in Appendix 6.1(b) (“Monthly Progress Report”), describing its compliance with the Milestone Schedule, including projected time to completion of any milestones, for the Project. Seller shall include in any Monthly Progress Report a list of all letters, notices, applications, approvals, authorizations and filings referring or relating to Required Permits, and provide any such documents as may be reasonably requested by Buyer. In addition, Seller shall advise Buyer as soon as reasonably practicable of any problems or issues of which it is aware which could materially impact its ability to meet the Milestone Schedule. Inspection Rights. Buyer shall have the right, upon reasonable prior notice to Seller, during the Term to enter onto the Site, inspect the Project and otherwise inspect or audit Seller’s EPC Contracts and its books and records in order to verify Seller’s compliance with the Milestone Schedule. COMMISSIONING; TESTING Testing Costs. Seller will, at times and for durations reasonably agreed to by Buyer, conduct necessary testing set forth in this Article 7 to assess whether the Project is functioning properly and the Energy Storage System is able to respond to Buyer Dispatch Notices or CAISO dispatch instructions. If a test is deemed a “Buyer Cost Test” hereunder, Buyer shall be obligated to pay interest on Loans then outstanding; fourthfor the electricity required to charge the Energy Storage System relating to such test, and Energy from the Energy Storage System shall be treated as dispatched pursuant to Dispatch Notices by Buyer hereunder. If a test is deemed a “Seller Cost Test” hereunder, (a) Seller shall be responsible for paying (i) the costs of all electricity required to charge the Energy Storage System relating to such test, (ii) the costs of purchasing, scheduling and delivering Charging Energy necessary to recharge the Energy Storage System so as to restore the Stored Energy that existed immediately prior to such test, and (iii) all CAISO costs and charges related to such test, and (b) Seller shall be entitled to all CAISO revenues and other revenues associated with the Energy delivered from the Energy Storage System during such test. If a Seller Cost Test is performed during any period during which Buyer is the Scheduling Coordinator for the Project, Buyer shall pay principal Seller such revenues in the month following Buyer’s receipt of Loans then outstanding such revenues. Commercial Operation Test. At least seven (7) Business Days prior to the Initial Delivery Date, but no earlier than thirty (30) days prior to the Initial Delivery Date, Seller shall schedule and obligations under Secured Hedge Agreements complete a Commercial Operation test for the Energy Storage System (“Commercial Operation Test”). Such Commercial Operation Test shall be scheduled and Cash Management Obligations permitted hereunder conducted in accordance with Appendix 7 hereto and secured shall be deemed a Buyer Cost Test. Seller shall use commercially reasonable efforts to undertake such activities in sufficient time to achieve Commercial Operation by the Security Agreement as Term Loan Facility Obligations, ratably among Guaranteed Initial Delivery Date and Buyer will reasonably cooperate with Seller to meet such deadline. The Commercial Operation Test shall establish the applicable Secured Parties in proportion to initial level of Contract Capacity and Tested Round-Trip Efficiency Rate for purposes of calculating the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Monthly Capacity Payment under Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicable9.2.

Application of Proceeds. The Lenders (a) Subject to the Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent may, notwithstanding the provisions of Section 2.14 of the Credit Agreement, apply all or any part of the net Proceeds (after deducting fees and expenses as provided in Section 6.5 below) of Collateral realized through the exercise by the Administrative Agent of its remedies hereunder, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2 hereof, in payment of the Obligations in the following order (provided that if the terms of any Permitted Amendment provide for application of such Proceeds to the payment of any Obligations in a less favorable order, then the terms of such Permitted Amendment shall govern with respect to such Obligations and the Administrative Agent agreeshall apply such Proceeds in such different order): First, as among such parties, as follows: subject to the terms payment of that portion of the Security Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including attorneys’ fees payable under the Credit Agreement and amounts payable under Section 2 of this Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by ) payable to the Administrative Agent or any Lender on account in its capacity as such; Second, to payment of amounts then due and outstanding under any that portion of the Loan Documents shallObligations constituting fees, except as otherwise expressly provided hereinindemnities and other amounts (other than principal and interest, be applied as follows: firstCash Management Obligations, obligations under the Specified Hedge Agreements and, to pay all reasonable out-of-pocket costs and expenses the extent payable under clause First, attorneys’ fees) payable to the Secured Parties (including reasonable attorneys’ fees payable under the Credit Agreement and amounts payable under Section 2 of this Agreement), ratably among them in proportion to the extent provided herein) due and owing hereunder amounts described in this clause Second payable to them; Third, to payment of that portion of the Administrative Agent Obligations constituting accrued and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay unpaid interest on the Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsLC Disbursements, ratably among the applicable Secured Parties holders of such Obligations in proportion to the respective amounts described in this clause “fourth” Third payable to them, and fifth; Fourth, to pay payment of that portion of the surplusObligations constituting unpaid principal of the Loans and LC Disbursements, if anyand, to whomever may be lawfully entitled to receive such surplus. To the extent any required under Section 2.7(j) of the Credit Agreement, to cash collateralize the portion of the LC Disbursements comprised of the aggregate undrawn amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullof Letters of Credit, such moneys shall be allocated pro rata ratably among the applicable Secured Parties holders of such Obligations in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the applicable clause at such time. This Section 10.12 may be amended (payment of amounts then due and payable under Specified Hedge Agreements and Cash Management Obligations then due and payable and all other Obligations of the Lenders hereby irrevocably authorize Loan Parties that are then due and payable to the Administrative Agent to enter into any and the other Secured Parties on such amendment) date, ratably based upon the respective aggregate amounts of all such Obligations owing to the extent necessary to reflect differing amounts payableAdministrative Agent and the other Secured Parties on such date; and Last, and priorities the balance, if any, after all of paymentsthe Obligations have been paid in full, to Lenders participating the relevant Borrower or as otherwise required by applicable law; provided, however, that in no event shall (i) the net Proceeds of Collateral that constitutes assets that are described in clause (8) of Excluded Assets or (ii) the proceeds of the guarantee set forth in Section 2 hereof of a Guarantor described in clause (d) or (f) of the definition of Excluded Subsidiary be applied to the payment of any new classes or tranches amounts with respect to US Borrower Obligations. Notwithstanding the foregoing, amounts received from any Loan Party that is not a Qualified ECP Guarantor shall not be applied to any Excluded Swap Obligation of loans added pursuant to Sections 2.6 and 2.8, as applicablesuch Loan Party.

Application of Proceeds. The Lenders (a) Any and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or actually received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights enforcement of the Agents and Security Documents, including the Lenders under the Loan Documents (including all expenses proceeds of any collection, sale or other realization of or in respect disposition of the Collateral or any portion thereof (collectively, "Proceeds"), shall be applied promptly by the Collateral Agent, as follows: First, to the payment of the costs and any sums advanced expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith and all amounts for which Collateral Agent is entitled to preserve its security interest in indemnification hereunder, and to the Collateral), second, to pay payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders paid or incurred by Collateral Agent in connection with enforcing such Lender’s rights the exercise of any right or remedy hereunder; Second, to the payment of the Obligations in respect of First Priority Indebtedness (including any deposits into a collateral account for outstanding letters of credit under the Loan DocumentsCredit Agreement, thirdprovided that if such letters of credit expire without being fully drawn, then at that time, such excess amounts shall be applied as provided in this Section 4) for the ratable benefit of the holders thereof; Third, only after indefeasible payment in full of all Obligations in respect of First Priority Indebtedness and the First Priority Indebtedness Documents have terminated and the letters of credit under the Credit Agreement canceled (or been fully cash-collateralized in accordance with clause second above), to pay interest on Loans then outstandingthe payment of Obligations in respect of Second Priority Indebtedness for the ratable benefit of the holders thereof; fourthand Fourth, to pay principal after indefeasible payment in full of Loans then outstanding all Obligations in respect of First Priority Indebtedness and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsSecond Priority Indebtedness, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable Pledgor of such Collateral, or its successors or assigns, or to them, and fifth, to pay the surplus, if any, to whomever whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such surplusProceeds. To Until Proceeds are so applied, the extent any amounts available Collateral Agent shall hold such Proceeds in its custody in accordance with its regular procedures for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablehandling deposited funds.

Application of Proceeds. (a) The Lenders Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon, or exercise of any right or remedy with respect to, any Collateral and the Administrative Agent agreeproceeds of any title insurance or other insurance policy required under any Priority Lien Document or Parity Lien Debt 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 Trustee’s fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security Document (including, but not limited to, indemnification obligations that are then due and payable); SECOND, to the repayment of obligations, other than Secured Obligations, secured by a Lien on the Collateral sold or realized upon to the extent that such other Lien has priority over the Lien of the Collateral Trustee if such obligation is required to be discharged (in whole or in part) in connection with such sale; THIRD, to the respective Priority Lien Debt Representatives, Hedge Providers and Bank Product Providers equally and ratably for application to the payment of all outstanding Priority Lien Debt and any other Priority Lien Debt Obligations that are then due and payable (for application in such order as among may be provided in the Priority Lien Debt Documents applicable to the respective Priority Lien Debt Obligations) in an amount sufficient to pay in full in cash all outstanding Priority Lien Debt and all other Priority Lien Debt Obligations that are then due and payable (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 Priority Lien Debt Documents, even if such partiesinterest is not enforceable, allowable or allowed as follows: subject to 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 Security Agreementapplicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt); FOURTH, to the respective Parity Lien Debt Representatives equally and ratably for application to the payment of all outstanding Parity Lien Debt and any Junior other Parity Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts Debt Obligations that are then due and outstanding under any of payable (for application in such order as may be provided in the Loan Parity Lien Debt Documents shall, except as otherwise expressly provided herein, be applied as follows: first, applicable to the respective Parity Lien Debt Obligations) in an amount sufficient to pay in full in cash all reasonable out-of-pocket costs outstanding Parity Lien Debt and expenses all other Parity Lien Debt Obligations that are then due and payable (including reasonable attorneys’ fees including, to the extent provided hereinlegally permitted, 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 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) due and owing hereunder 105% of the Administrative Agent aggregate undrawn amount and (2) the Collateral Agent in connection with enforcing the rights percentage of the Agents and the Lenders aggregate undrawn amount required for release of Liens under the Loan Documents (including all expenses of sale or other realization of or in respect terms of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay applicable Parity Lien Debt Document) of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder outstanding letters of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surpluscredit, if any, to whomever may be lawfully entitled to receive such surplus. To constituting Parity Lien Debt); and FIFTH, any surplus remaining after the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein payment in full, such moneys shall be allocated pro rata among the applicable Secured Parties full in proportion to the respective cash of amounts described in the preceding clauses will be paid to the Borrower or the applicable clause at Guarantor, as the case may be, its successors or assigns, or to such time. This Section 10.12 other Persons as may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent entitled to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities under applicable law or as a court of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablecompetent jurisdiction may direct.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject Subject to the terms of the Security Agreement, any Junior Lien ABL Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall apply all amounts collected or received by the Administrative Agent or any Lender on account part of amounts then due Proceeds constituting Collateral, and outstanding under any proceeds of the Loan Documents shallguarantee set forth in Section 2, except as otherwise expressly provided herein, be applied as followsin payment of the Secured Obligations in the following order: first, to pay all reasonable out-of-pocket costs unpaid and unreimbursed costs, expenses (including reasonable attorneys’ and fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights (including to reimburse ratably any other Secured Parties which have advanced any of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced same to the Collateral Agent or to preserve its security interest in the CollateralAgent), second, to pay the Administrative Agent, for application by it toward payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) amounts then due and owing hereunder of each and remaining unpaid in respect of the Lenders in connection with enforcing such Lender’s rights under Secured Obligations, pro rata among the Loan DocumentsSecured Parties according to the amount of the Secured Obligations then due and owing and remaining unpaid to the Secured Parties, and third, to pay interest on Loans the Administrative Agent, for application by it toward prepayment of the Secured Obligations, pro rata among the Secured Parties according to the amount of the Secured Obligations then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured held by the Security Agreement as Term Loan Facility Secured Parties. Any balance of such Proceeds remaining after the Secured Obligations (other than Unasserted Contingent Obligations) have been paid in full, ratably among the applicable Secured Parties in proportion shall be paid over to the respective amounts described in this clause “fourth” payable Borrower or to them, and fifth, to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same. To For purposes of this Section, to the extent that any amounts available for Obligation is unmatured or unliquidated (other than Unasserted Contingent Obligations) at the time any distribution is to be made pursuant to the second clause “third” above, the Collateral Agent shall allocate a portion of the amount to be distributed pursuant to such clause for the benefit of the Secured Parties holding such Secured Obligations and shall hold such amounts for the benefit of such Secured Parties until such time as such Secured Obligations become matured or “fourth” above are insufficient to pay all obligations described therein in full, liquidated at which time such moneys amounts shall be allocated pro rata among the applicable Secured Parties in proportion distributed to the respective amounts described in the applicable clause at holders of such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) Secured Obligations to the extent necessary to reflect differing amounts payablepay such Secured Obligations in full (with any excess to be distributed in accordance with this Section as if distributed at such time). In making determinations and allocations required by this Section, the Collateral Agent may conclusively rely upon information provided to it by the holder of the relevant Secured Obligations (which, in the case of the immediately preceding sentence shall be a reasonable estimate of the amount of the Secured Obligations) and priorities shall not be required to, or be responsible for, ascertaining the existence of payments, to Lenders participating in or amount of any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableSecured Obligations.

Application of Proceeds. (a) The Lenders Collateral Agent will apply the proceeds of any collection, sale, foreclosure or other realization upon, or exercise of any right or remedy with respect to, any Collateral and the Administrative Agent agreeproceeds thereof and the proceeds of any insurance policy required under any Priority Lien Document or Junior Lien Document or otherwise covering the Collateral in the following order of application: FIRST, as among such parties, as follows: subject to the terms payment of all amounts payable under this Agreement on account of the Security AgreementCollateral Agent’s fees and any reasonable legal fees, costs and expenses or other liabilities of any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received kind incurred by the Administrative Collateral Agent or any Lender on account co-trustee or agent of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing any Security Document (including, but not limited to, indemnification obligations that are then due and payable); SECOND, to the rights respective Priority Lien Representatives, Hedge Providers and Bank Product Providers on a pro rata basis for each Series of Priority Lien Debt, Hedging Obligations constituting Priority Lien Obligations and Bank Product Obligations constituting Priority Lien Obligations that are secured by such Collateral (or, where such Hedging Obligations or Bank Product Obligations are represented by a Priority Lien Representative, to such Priority Lien Representative on their behalf) for application to the Agents payment of all such outstanding Priority Lien Debt and any such other Priority Lien Obligations that are then due and payable and so secured (for application in such order as may be provided in the Lenders under Priority Lien Documents applicable to the Loan Documents respective Priority Lien Obligations) in an amount sufficient to pay in full in cash all outstanding Priority Lien Debt and all other Priority Lien Obligations that are then due and payable (including all expenses interest and fees accrued thereon after the commencement of sale any Insolvency or other realization 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 or in respect (1) 103% of the Collateral aggregate undrawn amount and any sums advanced to (2) the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each percentage of the Lenders in connection with enforcing such Lender’s rights aggregate undrawn amount required for release of Liens under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal terms of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt); THIRD, to the respective amounts described in this clause “fourth” payable to themJunior Lien Representatives, Hedge Providers and fifthBank Product Providers on a pro rata basis for each Series of Junior Lien Debt, Hedging Obligations constituting Junior Lien Obligations and Bank Product Obligations constituting Junior Lien Obligations that are secured by such Collateral (or, where such Hedging Obligations or Bank Product Obligations are represented by a Junior Lien Representative, to pay such Junior Lien Representative on their behalf) for application to the surplus, if any, to whomever payment of all such outstanding Junior Lien Debt and any such other Junior Lien Obligations that are then due and payable and so secured (for application in such order as may be lawfully entitled to receive such surplus. To provided in the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Junior Lien Documents applicable Secured Parties in proportion to the respective Junior Lien Obligations) 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 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 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) 103% 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 constituting Junior 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 Issuers or the applicable clause at Grantor, as the case may be, its successors or assigns, or to such time. This Section 10.12 other Persons as may be amended (entitled to such amounts under applicable law or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, if any Series of Secured Debt has released its Lien on any Collateral as described below in Section 4.4, then such Series of Secured Debt and any related Secured Obligations of that Series thereafter shall not be entitled to share in the Lenders hereby irrevocably authorize the Administrative Agent to enter into proceeds of any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableCollateral so released by that Series.

Application of Proceeds. The Lenders Except as otherwise herein expressly provided, the proceeds of any collection, sale or other realization of all or any part of the Collateral of any Obligor pursuant hereto, and any other cash of any Obligor at the Administrative time held by the Collateral Agent agreeunder this Agreement, as among such parties, shall be applied by the Collateral Agent as follows: subject First, to the terms payment of the Security Agreementcosts and expenses of such collection, any Junior Lien Intercreditor Agreementsale or other realization, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all including reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Collateral Agent and the reasonable fees and expenses of its agents and counsel, and all expenses incurred and advances made by the Collateral Agent in connection with enforcing therewith; Second, to the rights payment of the Agents any fees and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced amounts then owing by such Obligor to the Collateral Agent or to preserve in its security interest in the Collateral), secondcapacity as such; Third, to pay all the payment of any reasonable out-of-pocket fees, costs and expenses (including reasonable attorneys’ fees then owing by such Obligor to the extent provided herein) Secured Parties under the applicable Debt Documents, in each case to each Secured Party ratably; Fourth, to the payment of the Secured Obligations of such Obligor then due and owing hereunder payable, in each case to each Secured Party ratably in accordance with the amount of each 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 Lenders in connection with enforcing such Lender’s rights loans under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding Credit Agreement and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys Designated Indebtedness Documents shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at deemed then due and payable whether or not any Acceleration of such time. This Section 10.12 may be amended loans has occurred, (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendmentii) to the extent necessary any cover in respect of a letter of credit shall be due and payable under a Debt Document that such cover shall be deemed to reflect differing amounts payablebe a Secured Obligation that is due and payable for purposes hereof and (iii) the outstanding amount of Hedging Agreement Obligations under Hedging Agreements shall be deemed then due and payable whether or not any termination thereof has occurred); and Fifth, after application as provided in clauses “First” “Second”, “Third” and “Fourth” above, to the payment to the respective Obligor, or their respective successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining. In making the allocations required by this Section, the Collateral Agent may rely upon its records and information supplied to it pursuant to Section 9.02, and priorities the Collateral Agent shall have no liability to any of paymentsthe other Secured Parties for actions taken in reliance on such information, except to the extent of its gross negligence or willful misconduct. The Collateral Agent may, in its sole discretion, at the time of any application under this Section, withhold all or any portion of the proceeds otherwise to be applied to the Secured Obligations as provided above and maintain the same in a segregated cash collateral account in the name and under the exclusive Control of the Collateral Agent, to Lenders participating the extent that it in any new classes or tranches of loans added good faith believes that the information provided to it pursuant to Sections 2.6 Section 9.02 is either incomplete or inaccurate and 2.8that application of the full amount of such proceeds to the Secured Obligations would be disadvantageous to any Secured Party. All distributions made by the Collateral Agent pursuant to this Section 8.06 shall be final (subject to any decree of any court of competent jurisdiction), and the Collateral Agent shall have no duty to inquire as applicableto the application by the other Secured Parties of any amounts distributed to them. Excluded Swap Obligations with respect to any Subsidiary Guarantor shall not be paid with amounts received from such Subsidiary Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Obligors to preserve the allocation to Secured Obligations otherwise set forth above in this Section 8.06.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of (a) If an Event of DefaultDefault shall have occurred and be continuing, the Agent may apply (i) any cash held in the Collateral Accounts and (ii) the proceeds of any sale or other disposition of, or any collections (including in the form of interest, dividends, redemption payments and other distributions in respect of any D&O Loan Collateral or any Equity Interests) on, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any part of the Loan Documents shallCollateral, except as otherwise expressly provided herein, be applied as followsin the following order of priorities: first, to pay all reasonable out-of-pocket costs and the expenses (of such sale or other disposition or collection, including reasonable attorneys’ fees compensation to agents of and counsel for the extent provided herein) due Agent, and owing hereunder of all expenses, liabilities and advances incurred or made by the Administrative Agent and the Collateral Agent in connection with enforcing the rights Security Documents, and any other amounts then due and payable to the Agent pursuant to Section 23 or pursuant to Sections 10.04 or 10.05 of the Agents and Credit Agreement; second, (x) if such proceeds or collections are received in respect of all or any part of the Lenders under 1999 Facility Collateral, to pay the Loan Documents (including all expenses of sale or other realization of or unpaid Secured Obligations in respect of the Collateral Tranche A-2 Term Borrowings and any sums advanced Tranche B-2 Term Borrowings, ratably to the Collateral Agent extent of proceeds or to preserve its security interest collections so received until payment in full of all such Secured Obligations shall have been made and (y) if such proceeds or collections are received in respect of any of the D&O Loan Collateral), second, to pay all reasonable out-of-pocket costs the unpaid Secured Obligations in respect of the Tranche A-2 Term Borrowings, Tranche A-3 Term Borrowings, Tranche B-2 Term Borrowings and expenses (including reasonable attorneys’ fees Tranche B-3 Term Borrowings, ratably to the extent provided hereinof proceeds or collections so received until payment in full of all such Secured Obligations shall have been made; third, until such time as the Tranche A-2 Term Borrowings and the Tranche B-2 Term Borrowings shall have been repaid in an aggregate principal amount equal to $32,500,000 pursuant to Section 2.08(d) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, Credit Agreement or pursuant to this clause third, to pay interest on Loans then outstanding; fourth, to pay principal unpaid Secured Obligations in respect of Loans then outstanding the Tranche A-2 Term Borrowings and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Tranche B-2 Term Loan Facility Obligations, Borrowings ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating proceeds so received until payment in any new classes or tranches full of loans added pursuant to Sections 2.6 and 2.8, as applicable.such Secured Obligations shall have been made;

Application of Proceeds. The Lenders and Except as otherwise herein expressly provided, the Administrative Agent agreeproceeds of any collection, as among such parties, as follows: subject to the terms sale or other realization of all or any part of the Security AgreementCollateral pursuant hereto, and any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after other cash at the occurrence and during the continuance of an Event of Default, all amounts collected or received time held by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shallthis Article VI, except as otherwise expressly provided herein, shall be applied by the Administrative Agent as follows: firstFirst, to pay all the payment of the costs and expenses of such exercise of remedies, including reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent, the reasonable fees and expenses of its agents and counsel and all other reasonable expenses incurred and advances made by the Administrative Agent in that connection; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such, and the Collateral Agent Swingline Lender in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement capacity as Term Loan Facility Obligationssuch, ratably among the applicable Secured Parties Administrative Agent, the Issuing Lender and the Swingline Lender in proportion to the respective amounts described in this clause “fourth” Second payable to them, and fifth; Third, to pay payment of that portion of the surplusSecured Obligations constituting fees, if anyindemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullincluding attorney fees, such moneys shall be allocated pro rata ratably among the applicable Secured Parties Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the applicable Secured Obligations constituting accrued and unpaid interest on the Loans and L/C Disbursements, ratably among the Lenders in proportion to the respective amounts described in this clause at such time. This Section 10.12 may be amended (Fourth payable to them; Fifth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and L/C Disbursements, ratably among the Lenders and the Lenders hereby irrevocably authorize Issuing Lender in proportion to the respective amounts described in this clause Fifth held by them; Sixth, to payment of that portion of the Secured Obligations constituting unpaid payment obligations under Specified Swap Agreements and Specified Cash Management Agreements, ratably among the Persons to whom such obligations are owed in proportion to the respective amounts described in this clause Sixth held by them; Seventh, to the Administrative Agent for the account of the Issuing Lender to enter into Cash Collateralize any such amendment) L/C Obligations then outstanding; and Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes Borrowers or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableotherwise required by applicable law.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security AgreementWhether or not any Insolvency Proceeding has been commenced by or against any Obligor, any Junior Lien Intercreditor Agreement, Collateral or Proceeds thereof received in connection with any Other Intercreditor Agreement Exercise of Secured Creditor Remedies and Proceeds of Collateral received pursuant to Section 3(b) or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected Section 3(f) shall (at such time as such Collateral or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, Proceeds has been monetized) be applied as followsapplied: (i) first, to pay all reasonable out-of-pocket the payment in full in cash of costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Senior Agent in connection with enforcing such Exercise of Secured Creditor Remedies or such Dispositions pursuant to Section 3(b) or Section 4(e)), (ii) second, to the rights payment in full in cash or cash collateralization of the Agents Senior Priority Obligations in accordance with the Senior Loan Documents, and in the Lenders under case of payment or prepayment of any Revolving Credit Loans, together with the Loan Documents concurrent permanent reduction of any Revolving Credit Commitment thereunder in an amount equal to the amount of such payment unless such permanent reduction is waived by Senior Agent and Subordinated Agent, (including all iii) third, to the payment of costs and expenses of sale Subordinated Agent in connection with such Exercise of Secured Creditor Remedies (to the extent Subordinated Agent's Exercise of Secured Creditor Remedies is permitted under this Agreement) or other realization of such Dispositions pursuant to Section 3(b) or Section 4(e)), (iv) fourth, to the payment in respect full in cash of the Collateral Subordinated Priority Obligations in accordance with the Subordinated Loan Documents, (v) fifth, to the payment in full of the Excess Senior Obligations, (vi) sixth, to the payment in full of the Excess Subordinated Obligations, and (vii) seventh, to Borrower (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. If any sums advanced Exercise of Secured Creditor Remedies with respect to the Collateral Agent produces non-cash Proceeds, or if non-cash Proceeds are received pursuant to preserve its security interest in the CollateralSection 3(b) or Section 4(e), second, to pay all reasonable outthen such non-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys cash Proceeds shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause held by Senior Agent as additional Collateral and, at such time. This Section 10.12 may time as such non-cash Proceeds are monetized, shall be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, applied as applicableset forth above.

Application of Proceeds. The Lenders Collateral Trust and Notes Priority Intercreditor Agreement provides that the Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral and the Administrative Agent agreeproceeds of any casualty, as among such partiescondemnation or any title insurance policy required under any Notes Priority Document in the following order: FIRST, as follows: subject to the terms payment of all reasonable and documented fees, costs and expenses incurred by the Security AgreementTrustee and the Collateral Trustee in connection with such sale, any Junior Lien Intercreditor Agreement, any Other collection or realization or otherwise in connection with the Collateral Trust and Notes Priority Intercreditor Agreement or any of the Notes Priority Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee and the Collateral Trustee under the Collateral Trust and Notes Priority Intercreditor Agreement Supplement, after on behalf of any Grantor and any other reasonable and documented costs or expenses incurred in connection with the occurrence and during the continuance exercise of an Event of Default, all amounts collected any right or received remedy thereunder by the Administrative Agent or Trustee and the Collateral Trustee; SECOND, to each the Notes Priority Representative for each Series of Notes Priority Debt for application to the payment of all outstanding Notes Priority Debt and any Lender on account of amounts other Notes Priority Obligations that are then due and outstanding under any of payable in such order as may be provided in the Loan applicable Notes Priority Documents shall, except as otherwise expressly provided herein, be applied as follows: first, in an amount sufficient to pay in full and discharge all reasonable out-of-pocket costs outstanding Notes Priority Obligations that are then due and expenses (including reasonable attorneys’ fees payable; and THIRD, any surplus then remaining will be paid to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale Grantors or other realization of their successors or in respect of the Collateral and any sums advanced to the Collateral Agent assigns or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same or as a court of competent jurisdiction may direct. To For purposes of the extent immediately preceding paragraphs, “proceeds” of Collateral will include any amounts available and all cash, securities and other property realized from collection, foreclosure or enforcement of the Collateral Trustee’s Liens upon the Collateral (including distributions of Collateral in satisfaction of any Notes Priority Obligations). In connection with the application of proceeds set forth in the preceding paragraphs under the caption “—Application of Proceeds,” except as otherwise directed by an Act of Required Notes Priority Debtholders, the Collateral Trustee may sell any non-cash proceeds for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion cash prior to the respective amounts described in application of the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableproceeds thereof.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts Any moneys collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, Trustee pursuant to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or this Article in respect of the Collateral Securities of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of Principal or interest, upon presentation of the several Securities in respect of which moneys have been collected and any sums advanced noting thereon the payment, or issuing Securities of such series and tenor in reduced Principal amounts in exchange for the presented Securities of such series and tenor if only partially paid, or upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee under Section 7.07 applicable to the Collateral Agent or Securities of such series in respect of which moneys have been collected; SECOND: Subject to preserve its security Article 11, in case the Principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of interest on the Securities of such series in default in the Collateral)order of the maturity of the installments of such interest, second, to pay all reasonable out-of-pocket costs and expenses with interest (including reasonable attorneys’ fees to the extent provided hereinthat such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference; THIRD: Subject to Article 11, in case any Principal of the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and owing hereunder of each payable, to the payment of the Lenders whole amount then owing and unpaid upon all the Securities of such series for Principal and interest, with interest upon the overdue Principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in connection with enforcing the case of Original Issue Discount Securities) specified in the Securities of such Lender’s rights under the Loan Documents, third, series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such Principal and interest on Loans then outstanding; fourthor Yield to Maturity, without preference or priority of Principal over interest or Yield to pay principal Maturity, or of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the interest or Yield to Maturity over Principal, or of any installment of interest over any other installment of interest, or of any Security Agreement as Term Loan Facility Obligationsof such series over any other Security of such series, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable aggregate of such Principal and accrued and unpaid interest or Yield to them, Maturity; and fifth, to pay FOURTH: To the surpluspayment of the remainder, if any, to whomever may be the Company or any other Person lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablethereto.

Application of Proceeds. The Lenders At such intervals as may be agreed upon by the Borrowers and the Administrative Agent agreeAgent, as among such partiesor, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of if an Event of DefaultDefault shall have occurred and be continuing, at any time at the Agent’s election, the Agent may apply all amounts collected or received by the Administrative Agent or any Lender on account part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Agent under the Loan Documents; Second, to the Agent, for application by it towards payment of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs owing and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or remaining unpaid in respect of the Collateral Obligations (other than Obligations relating to Specified Cash Management Agreements and any sums advanced Specified Swap Agreements), pro rata among the Lenders according to the Collateral Agent or amounts of the Obligations (other than Obligations relating to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs Specified Cash Management Agreements and expenses (including reasonable attorneys’ fees to the extent provided hereinSpecified Swap Agreements) then due and owing hereunder of each and remaining unpaid to the Lenders; Third, to the Agent, for application by it towards prepayment of the Obligations (other than Obligations relating to Specified Cash Management Agreements and Specified Swap Agreements), pro rata among the Lenders in connection with enforcing such Lender’s rights under according to the Loan Documents, thirdamounts of the Obligations (other than Obligations relating to Specified Cash Management Agreements and Specified Swap Agreements) then held by the Lenders; Fourth, to pay interest on Loans the applicable Lenders or affiliates thereof in payment of amounts then outstanding; fourthdue and owing and remaining unpaid in respect of Specified Swap Agreements, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably pro rata among the applicable Secured Parties in proportion Lenders and affiliates thereof according to the respective amounts described then due and owing and remaining unpaid in this clause “fourth” payable to them, and fifthrespect of Specified Swap Agreements; Fifth, to pay the surplusapplicable Lenders or affiliates thereof towards prepayment, if anysettlement and termination of Specified Swap Agreements and outstanding hedge arrangements thereunder, pro rata among the applicable Lenders and affiliates thereof according to the amounts that would become due and owing upon the prepayment, settlement and termination of such Specified Swap Agreements and the outstanding hedge arrangements thereunder; Sixth, to whomever the applicable Lenders or affiliates thereof in payment of amounts then due and owing and remaining unpaid in respect of Specified Cash Management Agreements, pro rata among the applicable Lenders and affiliates thereof according to the amounts then due and owing and remaining unpaid in respect of Specified Cash Management Agreements; Seventh, to the applicable Lenders or affiliates thereof in prepayment of amounts then outstanding in respect of Specified Cash Management Agreements, pro rata among the applicable Lenders and affiliates thereof according to the amounts then outstanding in respect of Specified Cash Management Agreements; Eighth, any balance remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrowers or to whomsoever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablesame.

Application of Proceeds. The Lenders Lenders, the Administrative Agent, the Canadian Agent, the U.S. ABL Collateral Agent and the Administrative Canadian Collateral Agent agree, as among such parties, as follows: subject to the terms of any applicable intercreditor agreement, including the Security Agreement, any Junior Lien Base Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of a Liquidity Event or an Event of Default, (A) all amounts collected or received by the Administrative Agent Agent, the U.S. ABL Collateral Agent, any Lender or any Issuing Lender under any U.S. Security Documents on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, shall be applied as follows: first, to pay interest on and then principal of Agent Advances then outstanding, second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided hereinin the Loan Documents) due and owing hereunder of the Administrative Agent and the U.S. ABL Collateral Agent in connection with enforcing the rights of the Agents Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses of with respect to the sale or other realization of or in respect of the Collateral granted under the U.S. Security Documents and any sums advanced to the U.S. ABL Collateral Agent or to preserve its security interest in the CollateralCollateral granted under the U.S. Security Documents), secondthird, to pay interest on and then principal of Swing Line Loans then outstanding, fourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders and each of the Issuing Lenders in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents, thirdfifth, to pay interest on Loans and then outstanding; fourth, to pay principal of U.S. Facility Revolving Credit Loans then outstanding and obligations under Secured Hedge Agreements any Reimbursement Obligations in respect of Letters of Credit issued by a U.S. Facility Issuing Lender then outstanding or U.S. Facility L/C Obligations in respect on terms reasonably satisfactory to the Administrative Agent, as applicable, on a pro rata basis, sixth, to pay interest on and Cash Management then principal of Canadian Facility Revolving Credit Loans then outstanding and any Reimbursement Obligations permitted hereunder in respect of Letters of Credit issued by a Canadian Facility Issuing Lender then outstanding and secured to cash collateralize any outstanding Bankers’ Acceptance, BA Equivalent Loans or L/C Obligations in respect of Letters of Credit issued by a Canadian Facility Issuing Lender on terms reasonably satisfactory to the Security Agreement Canadian Agent, as Term Loan Facility Obligationsapplicable, ratably among on a pro rata basis, seventh, to pay all Obligations (as such term is defined in the applicable Guarantee and Collateral Agreement) and all Obligations (as such term is defined in the Canadian Guarantee and Collateral Agreement) not referenced in clauses first through sixth above pro rata to the Secured Parties (as such term is defined in proportion to the respective amounts described Guarantee and Collateral Agreement) and the Secured Parties (as such term is defined in this clause “fourth” payable to themthe Canadian Guarantee and Collateral Agreement) entitled thereto and, and fiftheighth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause “third” sixth above are attributable to the issued but undrawn amount of outstanding Letters of Credit or “fourth” above to outstanding Bankers’ Acceptances or BA Equivalent Loans which are then not yet required to be reimbursed hereunder, such amounts shall be held by the U.S. ABL Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable U.S. Facility Issuing Lender from time to time for any drawings under such Letters of Credit or to reimburse any applicable Canadian Revolving Lender upon the maturity of such Bankers’ Acceptances or BA Equivalent Loans and (y) then, following the expiration of all Letters of Credit and maturity of all Bankers’ Acceptances, to all other obligations of the types described in such clause sixth. To the extent any amounts available for distribution pursuant to clause sixth are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion Revolving Lenders and Issuing Lenders based on their respective Commitment Percentages and (B) all amounts collected or received by the Canadian Agent, the Canadian Collateral Agent, any Issuing Lender or any Canadian Facility Lender under any Canadian Security Document on account of amounts then due and outstanding under any of the Loan Documents shall be applied as follows: first, to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended pay interest on and then principal of Agent Advances to any Canadian Borrower then outstanding, second, to pay all reasonable out-of-pocket costs and expenses (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) including reasonable attorneys’ fees to the extent necessary provided in the Loan Documents) due and owing hereunder of the Canadian Agent and the Canadian Collateral Agent in connection with enforcing the rights of the Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses with respect to reflect differing amounts payablethe sale or other realization of or in respect of the Collateral granted under the Canadian Security Documents and any sums advanced to the Canadian Collateral Agent to preserve its security interest in the Collateral granted under the Canadian Security Documents), and priorities of paymentsthird, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Canadian Facility Lenders participating and each of the Canadian Facility Issuing Lenders in connection with enforcing such Canadian Facility Lender’s or such Canadian Facility Issuing Lender’s rights under the Loan Documents, fourth, to pay interest on and then principal of Canadian Facility Revolving Credit Loans then outstanding and any new classes Reimbursement Obligations in respect of Letters of Credit issued by a Canadian Facility Issuing Lender then outstanding and to cash collateralize any outstanding Bankers’ Acceptance, BA Equivalent Loans or tranches L/C Obligations in respect of loans added pursuant Letters of Credit issued by a Canadian Facility Issuing Lender on terms reasonably satisfactory to Sections 2.6 and 2.8the Canadian Agent, as applicable, on a pro rata basis, fifth to pay any Obligations (as such term is defined in the Canadian Guarantee and Collateral Agreement) owing to Canadian Secured Parties not referenced in clauses first through fourth above and sixth to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause fourth above are attributable to the issued but undrawn amount of outstanding Letters of Credit issued by a Canadian Facility Issuing Lender or to outstanding Bankers’ Acceptances or BA Equivalent Loans which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Canadian Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable Canadian Facility Issuing Lender from time to time for any drawings under such Letters of Credit or to reimburse any applicable Canadian Revolving Lender upon the maturity of such Bankers’ Acceptances or BA Equivalent Loans and (y) then, following the expiration of all Letters of Credit issued by a Canadian Facility Issuing Lender and maturity of all Bankers’ Acceptances, to all other obligations of the types described in such clause fourth. To the extent any amounts available for distribution pursuant to clause fourth are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Canadian Facility Lenders and Canadian Facility Issuing Lenders based on their respective Canadian Facility Commitment Percentages.

Application of Proceeds. The Lenders and the Administrative Agent agree, (i) So long as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement no Default or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due Default shall have occurred and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to themcontinuing, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendmentii) to the extent necessary that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed twenty-five percent (25%) of the Appraised Value for such Eligible Facility, Borrower shall have the option, directly or through one or more of its Subsidiary Guarantors to reflect differing utilize such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof for the repair, restoration or replacement of the applicable Eligible Facility giving rise to such Net Insurance/Condemnation Proceeds; provided, however, pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay Revolving Credit Loans to the extent outstanding (without a reduction in Revolving Credit Commitments) pursuant to Section 2.5(d) but such amounts payableprepaid shall thereafter be made available to Borrower or the applicable Subsidiary Guarantor for reborrowing for repair, restoration or replacement of such Eligible Facility upon such reasonable and customary terms and conditions as Agent shall require (and otherwise consistent with Agent’s procedures and practices for administration and disbursement of construction loans, including, without limitation, customary retainages, plan and budget review, assurances as to compliance with all applicable laws, assurances as to lack of non-permitted Liens, and priorities such other matters as Agent shall reasonably require). In the event that the criteria set forth above in subsection 6.17(b)(i) and (ii) are not satisfied, such funds shall be applied to prepay Revolving Credit Loans in an amount up to the Assigned Credit Advance Value of payments, such Eligible Facility to Lenders participating the extent outstanding (without a reduction in any new classes or tranches of loans added Revolving Credit Commitments) pursuant to Sections 2.6 Section 2.5(d) and 2.8shall not be available for reborrowing for repair, as applicablerestoration or replacement of such Eligible Facility unless otherwise approved by Agent and the Required Lenders.

Application of Proceeds. The Secured Lenders and hereby agree that all payments received from the Administrative Agent agreeIssuer or any Credit Party under the Secured Debentures shall be applied in the following order of priority (the “Application of Payments Provision”): FIRST, as among such parties, as follows: subject to the terms payment of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with its exercise of remedies and enforcing or collecting the rights Obligations; SECOND, to the payment of costs and expenses of the Agents Secured Lenders in connection with their rights, the exercise of remedies, and enforcing or collecting the Lenders under the Loan Documents (including all expenses of sale or other realization of or Obligations, ratably in respect of the Collateral and any sums advanced principal amount of Secured Debentures then held by each such Secured Lender; THIRD, to the Collateral Agent or payment of accrued but unpaid interest with respect to preserve the Secured Debentures (excluding interest which has been added to the principal amount thereof, in accordance with its security interest in the Collateralterms), secondratably in respect of the principal amount of Secured Debentures then held by the Secured Lenders; and FOURTH, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each payment of the Lenders outstanding principal amount of the Secured Debentures then outstanding, ratably in connection with enforcing such Lender’s rights respect of the principal amount of Secured Debentures then held the Secured Lenders. Each Credit Party agrees to make payments under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal Secured Debentures in accordance with the foregoing Application of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplusPayments Provision. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullSecured Lender receives any payment under the Secured Debentures which does not comply with the foregoing Application of Payments Provision, such moneys Secured Lender shall segregate and hold such payment in trust for the benefit of, and immediately pay over to, the other Secured Lenders, to be allocated pro rata among applied in accordance with the applicable Secured Parties in proportion to the respective amounts described Application of Proceeds Provision, in the applicable clause at such timesame form as received, with any necessary endorsements. This Section 10.12 may be amended (and Each Secured Lender hereby authorizes the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payableforegoing payment provisions, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 such authorization is irrevocable and 2.8, as applicablecoupled with an interest.

Application of Proceeds. The Lenders Except as otherwise herein expressly provided, the proceeds of any collection, sale or other realization by the Collateral Agent of all or any part of the Collateral of any Obligor pursuant hereto, and any other cash of any Obligor at the Administrative time held by the Collateral Agent agreeunder this Agreement in respect of Collateral or in respect of the guaranty obligations of the Subsidiary Guarantors under this Agreement, as among such parties, shall be applied by the Collateral Agent as follows: subject First, to the terms payment of the Security Agreementreasonable and documented costs and expenses of such collection, any Junior Lien Intercreditor Agreementsale or other realization, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence including reasonable and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable documented out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Collateral Agent and the reasonable and documented fees and expenses of its agents and counsel, and all expenses incurred and advances made by the Collateral Agent in connection with enforcing therewith; Second, to the rights payment of the Agents any fees and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced amounts then owing by such Obligor to the Collateral Agent or to preserve in its security interest in the Collateral), secondcapacity as such; Third, to pay all reasonable out-of-pocket costs the payment of the Secured Obligations of such Obligor then due and expenses payable, in each case to each Secured Party ratably in accordance with the amount of Secured Obligations then due and payable to such Secured Party (including reasonable attorneys’ fees it being understood that, for the purposes hereof, the outstanding principal amount of the loans under the Credit Agreement shall be deemed then due and payable whether or not any Acceleration of such loans has occurred); and Fourth, after application as provided in clauses “First” “Second” and “Third” above, to the payment to the respective Obligor, or their respective successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining. In making the allocations required by this Section, the Collateral Agent may rely upon its records and information supplied to it pursuant to Section 9.02, and the Collateral Agent shall have no liability to any of the other Secured Parties for actions taken in reliance on such information, except to the extent provided herein) due and owing hereunder of each its gross negligence or willful misconduct. The Collateral Agent may, in its sole discretion, at the time of any application under this Section, withhold all or any portion of the Lenders proceeds otherwise to be applied to the Secured Obligations as provided above and maintain the same in connection with enforcing such Lender’s rights a segregated cash collateral account in the name and under the Loan Documentsexclusive Control of the Collateral Agent, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary that it in good faith believes that the information provided to reflect differing amounts payableit pursuant to Section 9.02 is either incomplete or inaccurate and that application of the full amount of such proceeds to the Secured Obligations would be disadvantageous to any Secured Party. All distributions made by the Collateral Agent pursuant to this Section shall be final (subject to any decree of any court of competent jurisdiction), and priorities the Collateral Agent shall have no duty to inquire as to the application by the other Secured Parties of payments, any amounts distributed to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablethem.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or All Proceeds received by the Administrative Applicable Collateral Agent in respect of any sale of, collection from or other realization upon all or any Lender on account of amounts then due and outstanding under any part of the Loan Documents Collateral pursuant to the exercise by the Applicable Collateral Agent of its remedies, together with any other moneys then held by the Applicable Collateral Agent in the Collateral Account shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of available for distribution (it being understood that the Administrative Agent and the Applicable Collateral Agent may liquidate investments prior to maturity in order to make a distribution pursuant to this Section 12), be distributed by the Applicable Collateral Agent on each Distribution Date in the following order of priority: First: to the First Priority Collateral Agent for any unpaid fees and expenses owed to the First Priority Collateral Agent under the Credit Agreement, the Indenture or any Loan Document or incurred in connection with enforcing the rights performance of this Agreement ("Collateral Agent Fees"); Second: without duplication of amounts applied pursuant to clause First above, to any other Secured Party which has theretofore advanced or paid any Collateral Agent Fees constituting administrative expenses allowable under Section 503(b) of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced Bankruptcy Code, an amount equal to the Collateral Agent amount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been reimbursed prior to preserve its security interest in the Collateral)such Distribution Date, secondand, if such moneys shall be insufficient to pay all reasonable out-of-pocket costs and expenses such amounts in full, then ratably (including reasonable attorneys’ fees without priority of any one over any other) to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the amounts of such Collateral Agent Fees advanced by the respective Secured Parties and remaining unpaid on such Distribution Date; Third: without duplication of the amounts described in this applied pursuant to clause “fourth” payable to them, First and fifthSecond above, to pay any Secured Party which has theretofore advanced or paid any Collateral Agent Fees other than such administrative expenses, an amount equal to the surplusamount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been reimbursed prior to such Distribution Date, and, if anysuch moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the amounts of such Collateral Agent Fees advanced by the respective Secured Parties and remaining unpaid on such Distribution Date; Fourth: without duplication of the amounts applied pursuant to clauses First, Second and Third above, to whomever the First Priority Secured Parties, in an amount equal to all unpaid First Priority Obligations, whether or not then due and payable, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such First Priority Secured Parties in proportion to the unpaid amounts thereof on such Distribution Date; Fifth: without duplication of the amounts applied pursuant to clauses First though Fourth above, to the Second Priority Collateral Agent for any unpaid fees and expenses owed to the Second Priority Collateral Agent under the Indenture or incurred in connection with the performance of this Agreement Sixth: without duplication of the amounts applied pursuant to clauses First through Fifth above, to the Second Priority Secured Parties, in an amount equal to all unpaid Second Priority Obligations, whether or not then due and payable, and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Second Priority Secured Parties in proportion to the unpaid amounts thereof on such Distribution Date; Seventh: without duplication of the amounts applied pursuant to clauses First through Sixth above, any surplus then remaining shall be paid to Pledgor or its successors or assigns or to whomsoever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” same or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 as a court of competent jurisdiction may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicabledirect.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs fees and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, second, on a pro rata basis to the repayment in full of all Waiver Period Revolving Credit Loans disbursed to the Borrowers from the Relending Account (as defined in clause (b) below) then outstanding until such Loans are paid in full, which shall automatically result in a permanent reduction of the Total Revolving Credit Commitments in an amount equal to the aggregate amount of such repayments of Waiver Period Revolving Credit Loans, third, on a pro rata basis to pay interest on Loans then outstanding; fourth, to pay principal the repayment in full of the Waiver Period Revolving Credit Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by until such Loans are paid in full, which shall automatically result in a permanent reduction of the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties Total Revolving Credit Commitments in proportion an amount equal to the respective amounts described aggregate amount of such repayments of Waiver Period Revolving Credit Loans, fourth, on a pro rata basis to the repayment in this clause “fourth” payable full of the Obligations (other than Waiver Period Revolving Credit Loans) then due and owing until such Obligations are paid in full, which shall, in the case of repayments of Revolving Credit Loans, automatically result in a permanent reduction of the Total Revolving Credit Commitments in an amount equal to themthe aggregate amount of such repayments of Revolving Credit Loans, and fifth, on a pro rata basis to pay the surplusprepayment in full of the Obligations (other than Waiver Period Revolving Credit Loans) then outstanding until such Obligations are paid in full, if anywhich shall, in the case of prepayments of Revolving Credit Loans, automatically result in a permanent reduction of the Total Revolving Credit Commitments in an amount equal to whomever the aggregate amount of such prepayments of Revolving Credit Loans and sixth, any balance of such proceeds remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrowers or to whomsoever may be lawfully entitled to receive such surplusthe same. To For the extent any amounts available for distribution avoidance of doubt, (x) reductions of Revolving Credit Commitments made pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys the terms of this Section shall not be allocated pro rata among the applicable Secured Parties in proportion subject to the respective limitations on amounts described of (or multiples of amounts of) reductions set forth in the applicable clause at such time. This last sentence of Section 10.12 may be amended 2.12 of the Credit Agreement and (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendmenty) to the extent necessary to reflect differing amounts payable, and priorities optional prepayments of payments, to Lenders participating in any new classes or tranches of loans added Revolving Credit Loans made pursuant to Sections 2.6 and 2.8, as applicableSection 2.13 of the Credit Agreement shall not result in a reduction of the Total Revolving Credit Commitments.

Application of Proceeds. The Lenders and Both the Administrative Agent agree, as among such parties, as follows: subject to the terms proceeds of any sale of all or any part of the Security Agreement, Collateral pursuant to Section 10.3(a) and any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received Cash Collateral retained pursuant to Section 10.3(b) shall be applied by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as followsAdministrator: first, to pay all reasonable out-of-pocket costs expenses (including, without limitation, fees and expenses of legal counsel (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder who may be employees of the Administrative Agent and the Collateral Agent Administrator)) or taxes imposed or incurred in connection with enforcing (i) the administration, care, sale or collection of, or realization upon, any of the Collateral or (ii) the preservation or enforcement of any rights of the Agents and Administrator hereunder (the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral"Collection Expenses"), ; second, to pay all the payment of accrued and unpaid reasonable out-of-pocket costs fees and expenses (including reasonable attorneys’ fees of the Administrator relating to the extent provided herein) due and owing hereunder administration of each of this Agreement (the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, "Administration Expenses"); third, to pay the payment of accrued interest on Loans then outstandingthe Secured Obligations that are subject to Liquidation Notices at such time (pro rata in accordance with the respective amounts of interest owed); provided, that default interest accrued on any such Secured Obligations shall, for purposes of inclusion in this clause third, not include any amounts accrued which are in excess of amounts that would have accrued at a rate equal to 2% plus the contract rate for such Secured Obligations; fourth, to pay the payment of the principal amount of Loans then outstanding and obligations under the Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties that are subject to Liquidation Notices at such time (pro rata in proportion to accordance with the respective principal amounts described in this clause “fourth” payable to them, and owed); fifth, to pay the surpluspayment of all expenses (including, without limitation, fees and expenses of legal counsel (who may be employees of a Lender)) incurred by a Lender in connection with the enforcement of any rights of such Lender hereunder and under any document or instrument evidencing such Lender's Secured Obligations (pro rata in accordance with the respective aggregate expenses owed) (such expenses being herein called each Lender's "Lender Expenses"), together with accrued default interest in excess of the amount specified in clause third aboveo plus any contractual "make-whole" premiums in connection with such Secured Obligations; and sixth, if all Lenders shall have given the Administrator a Liquidation Notice at such time, then the balance remaining, if any, to whomever may the Pledgor. The Pledgor shall remain liable for any such Secured Obligations remaining unpaid as well as for any Secured Obligations that are owing to a Lender that has elected not to send a Liquidation Notice to the Administrator, if applicable, together with all Obligations that are not Secured Obligations. In allocating and applying the proceeds of such sale and retention, the Administrator shall be lawfully entitled to receive rely on the information contained in the Liquidation Notice provided by each Lender, conclusively and without verification from any source, with respect to principal, interest and Lender Expenses owed to such surplusLender. To Following such application of the extent proceeds of such sale and retention, and so long as all the Secured Obligations shall have been fully satisfied, the Administrator shall return to the Pledgor, as promptly as is reasonably practicable, any amounts available for distribution pursuant remaining Securities previously pledged to clause “third” or “fourth” above are insufficient the Administrator hereunder, any remaining proceeds of such sale and any remaining Cash Collateral, all in accordance with the procedures set forth in Section 4.3 and at the Pledgor's expense. Notwithstanding the foregoing, and notwithstanding any other provision of this Agreement, in no event shall Collateral be used to pay all obligations described therein in fullany Obligations other than (w) Collection Expenses, Administration Expenses and such moneys shall be allocated pro rata among the applicable Secured Parties in proportion Lender Expenses as were incurred with respect to the respective amounts described in Customer-Secured Obligations and (x) the applicable clause Customer-Secured Obligations. If at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) time any Lender having Secured Obligations outstanding shall not have given any Liquidation Notice to the extent necessary Administrator, then this Agreement shall continue in full force and effect with respect to reflect differing amounts payablethe Administrator, the Pledgor and priorities of paymentssuch Lender(s), to Lenders participating except as otherwise provided in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicable.Section 6.1. 10.5

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except Except as otherwise expressly provided herein, be applied as follows: firstfollowing the occurrence of a Trigger Event or upon the exercise of remedies by the Secured Parties after an Event of Default, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder proceeds of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of any collection, sale or other realization of all or any part of the Intercreditor Collateral pursuant to the Security Documents, and any other cash at the time of such collection, sale or other realization held by the Collateral Agent under the Security Documents or this Section 6, shall be applied by the Collateral Agent in respect the following order of priority: first, to the payment of (a) all reasonable costs and expenses relating to the sale of the Intercreditor Collateral and the collection of all amounts owing hereunder, including reasonable attorneys' fees and disbursements and the just compensation of the Collateral Agent for services rendered in connection therewith or in connection with any proceeding to sell if a sale is not completed, in each case whether arising hereunder or under the other Security Documents or other Senior Secured Debt Documents, (b) all charges, expenses and any sums advanced to advances incurred or made by the Collateral Agent or in order to preserve its security interest protect the Liens of the Security Documents, the Security Interests in the Collateral)Intercreditor Collateral or the security afforded thereby, and (c) all liabilities incurred by the Collateral Agent which are covered by the indemnity provisions of this Agreement or the other Security Documents or other Senior Secured Debt Documents together with interest at the rate per annum equal to the Post Default Rate; second, to pay the payment to the Trustee, the Working Capital Agents and each Senior Secured Agent for all reasonable out-of-pocket costs fees and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan applicable Senior Secured Debt Documents, ; third, to pay the payment to the Trustee, the Working Capital Agents and each Senior Secured Debt Agent (for the benefit of itself and the lenders under its related Senior Secured Debt Documents) of accrued and unpaid interest (and commitment fees, in the case of the Working Capital Facility) on Loans then outstandingthe Bonds, the Working Capital Facility and any other Senior Secured Debt pro rata in accordance with the respective amounts of unpaid interest owed to such Person to be applied by each such Person in accordance with its related Senior Secured Debt Documents pursuant to which such unpaid interest is payable; fourth, to pay the payment to the Trustee, the Working Capital Agents and each Senior Secured Debt Agent (for the benefit of itself and the lenders under its related Senior Secured Debt Documents) of principal owed to the Trustee, the Working Capital Agents and each Senior Secured Debt Agent (for the benefit of Loans then outstanding itself and obligations the lenders under its related Senior Secured Hedge Agreements and Cash Management Obligations permitted Debt Documents), respectively, hereunder and secured by the or under any other Senior Secured Debt Document or Security Agreement as Term Loan Facility ObligationsDocument, ratably among the applicable Secured Parties pro rata, in proportion to accordance with the respective amounts described of principal owed to such Person to be applied by each such Person in this clause “fourth” payable accordance with its related Senior Secured Debt Documents pursuant to them, and which such principal is payable; fifth, to pay the surpluspayment to the Trustee, the Working Capital Agents and each Senior Secured Debt Agent (for the benefit of itself and the lenders under its related Senior Secured Debt Documents) of make-whole premiums, if any, and breakage costs, if any, owed to whomever may be lawfully entitled to receive such surplus. To the extent Trustee, the Working Capital Agents and each Senior Secured Debt Agent (for the benefit of itself and the lenders under its related Senior Secured Debt Documents), respectively, hereunder or under any amounts available for distribution pursuant to clause “third” other Senior Secured Debt Document or “fourth” above are insufficient to pay all obligations described therein Security Document, pro rata, in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to accordance with the respective amounts described of make-whole premiums and breakage costs owed to such Person to be applied by each such Person in accordance with its related Senior Secured Debt Documents pursuant to which such make-whole premiums and breakage costs are payable; sixth, to the applicable clause at such time. This Section 10.12 may be amended payment to the Trustee, the Working Capital Agents and each Senior Secured Debt Agent (for the benefit of itself and the Lenders hereby irrevocably authorize lenders under its related Senior Secured Debt Documents), of the Administrative Agent to enter into any such amendment) other Secured Obligations owed to the extent necessary Trustee, the Working Capital Agents and each Senior Secured Debt Agent (for the benefit of itself and the lenders under its related Senior Secured Debt Documents), respectively, hereunder or under any Senior Secured Debt Document or Security Document, pro rata in accordance with the respective outstanding unpaid fees, charges and other unpaid Secured Obligations, owed to reflect differing amounts payable, such Person to be applied by each such Person in accordance with its related Senior Secured Debt Document pursuant to which such Secured Obligations were incurred; and priorities of paymentsfinally, to Lenders participating in the payment to the relevant Obligor, or its successors or assigns, or as a court of competent jurisdiction may direct, of any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablesurplus then remaining.

Application of Proceeds. The Lenders If, on any Mandatory Payment Date that a repayment of Loans or reduction of Commitments pursuant to Section 6(c)(i), (c)(ii), or (c)(iii) hereof would be required, the Borrower is also required to repay an Allocated Amount under a Designated Bilateral Facility at such time, then (x) the Borrower shall apply such Allocated Amount on a pro rata basis (determined on the basis of the 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 Administrative Agent agree, as among such parties, as follows: subject to the terms repayment of the Security Agreementindebtedness under such Designated Bilateral Facility, and the amount of repayment of the Loans that would have otherwise been required pursuant to Section 6(c)(i), (c)(ii), or (c)(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 Junior Lien Intercreditor Agreement, commitments under any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received such Designated Bilateral Facility at such time) by the Administrative Agent or any Lender on account amount of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent such Mandatory Payment Amount and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced Commitment reduction that would have otherwise been required pursuant to the Collateral Agent or to preserve its security interest in the CollateralSection 6(c)(i), second(c)(ii), to pay all reasonable out-of-pocket costs or (c)(iii) shall be reduced accordingly and expenses (including reasonable attorneys’ fees to z) the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplusremainder, if any, of such Mandatory Payment Amount in excess of the Allocated Amount shall be applied by the Borrower to whomever may be lawfully entitled repayment of the Loans in accordance with the terms hereof; provided, that to receive such surplus. To the extent the Bank or the lenders under any amounts available for distribution pursuant Designated Bilateral Facility decline to clause have such indebtedness repaid (any such amount, the “third” or “fourth” above are insufficient to pay all obligations described therein in fullDeclined Amount”), such moneys shall be allocated the pro rata among portion (determined on the applicable Secured Parties in proportion to basis of the respective amounts described in aggregate outstanding principal amount at such time of the applicable clause Loans and any indebtedness under any Designated Bilateral Facility that has not declined such proceeds at such time. This Section 10.12 may be amended ) of such Declined Amount shall promptly (and in any event within five Business Days after the Lenders hereby irrevocably authorize date of such rejection) be applied to pay the Administrative Agent to enter into Loans and any indebtedness under any Designated Bilateral Facility that has not declined such amendmentproceeds, as applicable, in accordance with the terms of this Section 6(c) and provided, further, to the extent necessary that each of the lenders under each applicable Designated Bilateral Facility and the Bank hereunder elect to reflect differing amounts payabledecline to have such Loans repaid, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablesuch Declined Amount may be retained by the Borrower.

Application of Proceeds. The Lenders (a) Upon the exercise of remedies as set forth in Article VII of the Credit Agreement and subject to the Intercreditor Agreement, the Administrative Agent agreeshall apply the proceeds of any collection or sale of Collateral, as among such partiesincluding any Collateral consisting of cash, as followsin the following order: subject First, to the terms payment of that portion of the Security Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including amounts payable under Sections 2.14, 2.15, 2.16 and 9.3 of the Credit Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by ) payable to the Administrative Agent or any Lender on account in its capacity as such; Second, to payment of amounts then due and outstanding under any that portion of the Loan Documents shallObligations constituting fees, except as otherwise expressly provided hereinindemnities and other amounts (other than principal and interest, be applied as follows: firstbut including amounts payable under Sections 2.14, 2.15, 2.16 and 9.3 of the Credit Agreement) payable to the Lenders, ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder payment of that portion of the Administrative Agent Obligations constituting accrued and unpaid interest on the Collateral Agent in connection with enforcing the rights of the Agents Loans and the Lenders Borrowings, any fees, premiums and scheduled periodic payments due under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral Secured Swap Agreements and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsBilateral LC Facilities, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Borrowings, unreimbursed LC Disbursements and any unreimbursed amounts in respect of drawings under letters of credit issued (other than Letters of Credit) under any Secured Bilateral LC Facility, or payments made pursuant to any letters of guaranty, surety bonds or similar arrangements under any Secured Bilateral LC Facility, and fifthto cash collateralize (i) that portion of LC Exposure consisting of the aggregate undrawn amount of Letters of Credit and (ii) the aggregate undrawn amount of letters of credit (other than Letters of Credit) issued under any Secured Bilateral LC Facility and any unreimbursed contingent amounts under any letters of guaranty, to pay the surplussurety bonds or similar arrangements under any Secured Bilateral LC Facility, if anyand any breakage, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” termination or “fourth” above are insufficient to pay all obligations described therein in fullother payments under Secured Swap Agreements, such moneys shall be allocated pro rata ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the applicable clause at such time. This Section 10.12 may be amended (payment of all other Obligations of the Loan Parties that are due and the Lenders hereby irrevocably authorize payable to the Administrative Agent to enter into any and the other Secured Parties on such amendment) date, ratably based upon the respective aggregate amounts of all such Obligations owing to the extent necessary to reflect differing amounts payableAdministrative Agent and the other Secured Parties on such date; and Last, and priorities the balance, if any, after all of payments, to Lenders participating the Obligations have been paid in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8full, as applicabledirected by the Lead Borrower or as otherwise required by law.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to #88946885v8 preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicable.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject (a) Subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, the Collateral Trustee will apply the proceeds of any Other Intercreditor Agreement collection, sale, foreclosure or other realization upon, or exercise of any Intercreditor Agreement Supplementright or remedy with respect to, after any Collateral, any distribution received in connection with an Insolvency or Liquidation Proceeding concerning the occurrence Company, any Guarantor and/or any Grantor (including, without limitation, any distribution of debt 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 during the continuance proceeds of an Event any title insurance or other insurance policy required under any Parity Lien Document or otherwise covering the Collateral, and any condemnation proceeds with respect to the Collateral, in the following order of Defaultapplication: FIRST, to the payment of all amounts collected or received by the Administrative Agent or any Lender payable under this Agreement on account of amounts the Collateral Trustee’s fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Parity Lien Security Document (including, but not limited to, indemnification obligations); SECOND, to the applicable Parity Lien Representatives equally and ratably for application to the payment of all outstanding First-Out Obligations that are then due and payable in such order as may be provided in the Parity Lien Documents relating to the First-Out Obligations in an amount sufficient to pay in full in cash all outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: firstFirst-Out Obligations; THIRD, to the respective Parity Lien Representatives equally and ratably for application to the payment of all other 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 reasonable out-of-pocket costs outstanding Parity Lien Debt and expenses all other Parity Lien Obligations that are then due and payable (including reasonable attorneys’ fees including, to the extent provided herein) due 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); FOURTH, as otherwise required by the Intercreditor Agreement; and owing hereunder FIFTH, any surplus remaining after the payment in full in cash of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the preceding clauses will be paid to the Company or the applicable clause at Grantor or Guarantor, 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 direct. Notwithstanding the foregoing, if any Series of Parity Lien Debt has released its Lien on any Collateral as described below in Section 4.4, then such timeSeries of Parity Lien Debt and any related Parity Lien Obligations of that Series of Parity Lien Debt thereafter shall not be entitled to share in the proceeds of any Collateral so released by that Series of Parity Lien Debt. This For the avoidance of doubt, the Collateral Trustee shall only apply proceeds in accordance with this Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) 3.4 to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablethat such proceeds are actually so received by the Collateral Trustee.

Application of Proceeds. The Lenders Any moneys collected by the Trustee pursuant to this Article in respect of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal or interest, upon presentation of the several Securities, Guarantees and Coupons appertaining to such Securities in respect of which monies have been collected and stamping (or otherwise noting) thereon the Administrative Agent agreepayment, as among or issuing Securities of such partiesseries in reduced principal amounts in exchange for the presented Securities of like series if only partially paid, as followsor upon surrender thereof if fully paid: subject FIRST: To the payment of costs and expenses applicable to such series of Securities and Guarantees in respect of which monies have been collected, including all amounts due to the terms Trustee and each predecessor Trustee pursuant to Section 6.6 in respect to such series of Securities; SECOND: If the Security AgreementSecurities of such series are Subordinated Securities, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after to the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account payment of amounts then due and outstanding under any unpaid to the holders of the Loan Documents shallSenior Indebtedness with respect to such series, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder required pursuant to the Subordination Provisions established with respect to the Securities of such series pursuant to Section 2.3(9). THIRD: In case the principal of the Administrative Agent Securities and the Collateral Agent in connection with enforcing the rights Guarantees of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or such series in respect of the Collateral which moneys have been collected shall not have become and any sums advanced be then due and payable, to the Collateral Agent or to preserve its security payment of interest on the Securities and Guarantees of such series in default in the Collateral)order of the maturity of the installments on such interest, second, to pay all reasonable out-of-pocket costs and expenses with interest (including reasonable attorneys’ fees to the extent provided hereinthat such interest has been collected by the Trustee and is permitted by applicable law) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference; FOURTH: In case the principal of the Securities and Guarantees of such series in respect of which moneys have been collected shall have become and shall be then due and owing hereunder of each payable, to the payment of the Lenders whole amount then owing and unpaid upon all the Securities and Guarantees of such series for principal and interest, with interest upon the overdue principal, and (to the extent that such interest has been collected by the Trustee and is permitted by applicable law) upon the overdue installations of interest at the same rate as the rate of interest or Yield to Maturity (in connection with enforcing the case of Original Issue Discount Securities) specified in the Securities of such Lender’s rights under the Loan Documents, third, series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities and Guarantees of such series, then to the payment of such principal and interest on Loans then outstanding; fourthor Yield to Maturity, without preference or priority of principal over interest or Yield to pay principal Maturity, or of Loans then outstanding interest or Yield to Maturity over principal, or of any installment of interest over any other installment of interest or of any Security and obligations under Secured Hedge Agreements Guarantee of such series over any other Security and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee of such series, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable aggregate of such principal and accrued and unpaid interest or Yield to them, Maturity; and fifth, to pay FIFTH: To the surpluspayment of the remainder, if any, to whomever may be lawfully entitled the Issuer or to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys party as a court of competent jurisdiction shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicabledirect.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject (a) Subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, the Collateral Trustee will apply the proceeds of any Other Intercreditor Agreement collection, sale, foreclosure or other realization upon, or exercise of any Intercreditor Agreement Supplementright or remedy with respect to, after any Collateral and the occurrence proceeds of any title insurance or other insurance policy required under any Parity Lien Document or otherwise covering the Collateral, and during any condemnation proceeds with respect to the continuance Collateral, in the following order of an Event application: FIRST, to the payment of Default, all amounts collected or received by the Administrative Agent or any Lender payable under this Agreement on account of amounts the Collateral Trustee’s fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Parity Lien Security Document (including, but not limited to, indemnification obligations); 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 (other than fifty percent (50%) of the Parity Lien Premium Obligations due and payable under the Second Lien Credit Agreement and 50% of the Parity Lien Premium Obligations due and payable under the Exchange Term Loan Agreement and any other series of Parity Lien Debt) 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 under any Parity Lien Debt and all other Parity Lien Obligations (other than fifty percent (50%) of the Loan Documents shallParity Lien Premium Obligations) that are then due and payable (including, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder legally permitted, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (rate, including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest applicable post-default rate, specified in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Parity Lien Documents, thirdeven if such interest is not enforceable, to pay interest on Loans then outstandingallowable or allowed as a claim in such proceeding); fourthTHIRD, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” Parity Lien Representatives, equally and ratably for application to the payment of the remaining Parity Lien Premium Obligations that are then due and payable to them, and fifththe holders of Parity Lien Debt in an amount sufficient to pay in full in cash all remaining Parity Lien Premium Obligations; FOURTH, to pay the surplusrepayment of Junior Lien Debt and other Obligations secured by a permitted Junior Lien on the Collateral sold or realized upon or as otherwise required by the Intercreditor Agreement; and FIFTH, if any, to whomever may be lawfully entitled to receive such surplus. To any surplus remaining after the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein payment in full, such moneys shall be allocated pro rata among full in cash of the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may preceding clauses will be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) paid to the extent necessary to reflect differing amounts payableCompany or the applicable Grantor or Guarantor, as the case may be, its successors or assigns, and priorities as directed in writing by the Company, or as a court of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablecompetent jurisdiction may direct.

Application of Proceeds. The Lenders and proceeds of any sale, disposition or other enforcement of the Administrative Agent agreeLender's security interest in all or any part of the Collateral shall be applied by the Lender: First, as among such parties, as follows: subject to the terms payment of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (of such sale or enforcement, including reasonable attorneys’ fees compensation to the extent provided herein) due Lenders agents and owing hereunder counsel, and all expenses, liabilities and advances made or incurred by or on behalf of the Administrative Agent and the Collateral Agent Lender in connection therewith; Second, with enforcing respect to the rights Warehousing Collateral, to the payment of interest accrued and unpaid on the Warehousing Promissory Note, with respect to the Receivables, to the payment of interest accrued and unpaid on the Working Capital Promissory Note, and with respect to the Servicing Collateral, to the payment of interest accrued and unpaid on the Term Loan Promissory Note and, thereafter, the Working Capital Promissory Note; Third, with respect to the Warehousing Collateral, to the payment of amounts other than principal and interest due under the Warehousing Promissory Note or under this Agreement and related to the Warehousing Commitment or Warehousing Advances, with respect to the Receivables, to the payment of amounts other than principal and interest due under the Working Capital Promissory Note or under this Agreement and related to the Working Capital Commitment or Working Capital Advances, and with respect to the Servicing Collateral, to the payment of any amounts other than principal and interest due under the Term Loan Promissory Note or under this Agreement and related to the Term Loan Commitment or Term Loan Advances and, thereafter, amounts other than principal and interest due under the Working Capital Promissory Note or this Agreement and related to the Working Capital Advances or the Working Capital Commitment; Fourth, with respect to the Warehousing Collateral, to the payment of the Agents outstanding principal balance of the Warehousing Promissory Note, with respect to the Receivables, to the payment of the outstanding principal balance of the Working Capital Promissory Note, and with respect to the Lenders under Servicing Collateral, to the payment of the outstanding principal balance of the Term Loan Documents Promissory Note and, thereafter, the outstanding principal balance of the Working Capital Promissory Note; Fifth, to the remaining Obligations of the Company, first to interest, then to other amounts (including all expenses as described in clause Third above), then to principal; and Finally, to the payment to the Company, or to its successors or assigns, or as a court of sale competent jurisdiction may direct, of any surplus then remaining from such proceeds. If the proceeds of any such sale, disposition or other realization of or in respect of enforcement are insufficient to cover the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to of such sale, as aforesaid, and the extent provided herein) due and owing hereunder payment in full of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility all Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent Company shall remain liable for any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicabledeficiency.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject Subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or proceeds received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights respect of the Agents and the Lenders under the Loan Documents (including all expenses of any sale of, collection from or other realization of upon all or in respect any part of the Pledged Collateral and any sums advanced pursuant to the exercise by the Collateral Agent or of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to preserve its security interest in the Collateral)this Security Agreement, second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees pro rata to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective unpaid amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive of Second Lien Obligations with such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata proceeds applied (i) as among the applicable Secured Parties Holders, as set forth in proportion to the respective amounts described Indenture and (ii) as among the holders of the Permitted Additional Pari Passu Obligations (other than the Additional Notes), as set forth in the applicable clause at Additional Pari Passu Agreement. In making the determination and allocations required by this Section 24, the Collateral Agent may conclusively rely upon information supplied by (i) the Trustee as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Notes and (ii) the applicable Additional Pari Passu Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to such time. This Section 10.12 may be amended (Permitted Additional Pari Passu Obligations and the Lenders hereby irrevocably authorize Collateral Agent shall have no liability to any of the Administrative Secured Parties for actions taken in reliance on such information; provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to enter into this Section 24 shall be (subject to any such amendmentdecree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the extent necessary application by the Trustee, or an Additional Pari Passu Agent of any amounts distributed to reflect differing amounts payablesuch Person. If, and priorities despite the provisions of paymentsthis Security Agreement, any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Second Lien Obligations to Lenders participating which it is then entitled in any new classes accordance with this Security Agreement, such Secured Party shall hold such payment or tranches other recovery in trust for the benefit of loans added pursuant to Sections 2.6 and 2.8, as applicableall Secured Parties hereunder for distribution in accordance with this Section 24.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms (a) If at any time any portion of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts monies collected or received by the Administrative Agent or any Lender on account would, but for the provisions of amounts then due and outstanding under any this Section 15(a), be payable pursuant to Section 12.03 of the Loan Documents shallCredit Agreement in respect of a Contingent Secured Obligation, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent shall not apply any monies to pay such Contingent Secured Obligation but instead shall request the holder thereof, at least ten (10) days before each proposed distribution hereunder, to notify the Administrative Agent as to the maximum amount of such Contingent Secured Obligation if then ascertainable (e.g., in the case of a letter of credit, the maximum amount available for subsequent drawings thereunder). If the holder of such Contingent Secured Obligation does not notify the Administrative Agent of the maximum ascertainable amount thereof at least two (2) Business Days before such distribution, such holder will not be entitled to share in such distribution. If such holder does so notify the Administrative Agent as to the maximum ascertainable amount thereof, the Administrative Agent will allocate to such holder a portion of the monies to be distributed in such distribution, calculated as if such Contingent Secured Obligation were outstanding in such maximum ascertainable amount. However, the Administrative Agent will not apply such portion of such monies to pay such Contingent Secured Obligation, but instead will hold such monies or invest such monies in Permitted Investments. All such monies and Permitted Investments and all proceeds thereof will constitute Collateral hereunder, but will be subject to distribution in accordance with this Section 15(a) rather than Section 12.03 of the Credit Agreement. The Administrative Agent will hold all such monies and Permitted Investments and the Collateral net proceeds thereof in trust until all or part of such Contingent Secured Obligation becomes a Non‑Contingent Secured Obligation, whereupon the Administrative Agent in connection with enforcing at the rights request of the Agents relevant Secured Party will apply the amount so held in trust to pay such Non‑Contingent Secured Obligation; provided that, if the other Secured Obligations theretofore paid pursuant to the same clause of Section 12.03 of the Credit Agreement were not paid in full, the Administrative Agent will apply the amount so held in trust to pay the same percentage of such Non‑Contingent Secured Obligation as the percentage of such other Secured Obligations theretofore paid pursuant to the same clause of Section 12.03 of the Credit Agreement. If (i) the holder of such Contingent Secured Obligation shall advise the Administrative Agent that no portion thereof remains in the category of a Contingent Secured Obligation and (ii) the Lenders under the Loan Documents (including all expenses of sale or other realization of or Administrative Agent still holds any amount held in trust pursuant to this Section 15(a) in respect of the Collateral and any sums advanced such Contingent Secured Obligation (after paying all amounts payable pursuant to the Collateral Agent or preceding sentence with respect to preserve its security interest in the Collateralany portions thereof that became Non‑Contingent Secured Obligations), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured remaining amount will be applied by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to in the extent necessary to reflect differing amounts payable, and order of priorities set forth in Section 12.03 of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablethe Credit Agreement.

Application of Proceeds. All insurance proceeds received by Project Co under the insurances referred to in [ ] of Schedule Part 1 (Definitions and Interpretation) and [ ] of Schedule Part 2 (Completion Documents) and paragraph 1 (Contractor's "All Risk" Insurance) of Section 1 (Insurance Requirements) and paragraph 1 (Property Damage Insurance) of Section 2 (Policies to be taken out by Project Co and Maintained from the Actual Completion Date) of Schedule Part 15 (Insurance Requirements) shall be paid into the Insurance Proceeds Account and shall be applied in accordance with this Agreement and in accordance with the Insurance Proceeds Accounts Agreement. Subject to the provisions of the Funders' Direct Agreement and Clause 53.22 (Reinstatement) [and Clause 53.23 (Economic Test)], Project Co shall apply any proceeds of any policies of Insurance: in the case of third party legal liability or employers' liability insurance, in satisfaction of the claim, demand, proceeding or liability in respect of which such proceeds are payable; and in the case of any other insurance other than delay in start up or business interruption insurance, so as to ensure the performance by Project Co of its obligations under this Agreement, including where necessary the reinstatement, restoration or replacement of the Facilities, assets, materials or goods affected by the event giving rise to the insurance claim and consequent payment of proceeds. Where reinstatement monies are required to be released from the Insurance Proceeds Account Project Co shall obtain the Authority's consent in accordance with the Insurance Proceeds Account Agreement. The Lenders Authority shall give its consent (or confirm that it is withholding its consent) to the release of monies from the Insurance Proceeds Account within one (1) Business Day of a request from Project Co (provided that such consent must not be unreasonably withheld). If the proceeds of any insurance claim are insufficient to cover the settlement of such claims, Project Co will make good any deficiency forthwith. Reinstatement [Subject to Clause 53.23 (Economic Test),] all insurance proceeds received under any Physical Damage Policy shall be applied to repair, reinstate and replace each part or parts of the Facilities in respect of which the proceeds were received. [Subject to Clause 53.23 (Economic Test),] where a claim is made or proceeds of insurance are received or are receivable under any Physical Damage Policy in respect of a single event (or a series of related events) (the (“Relevant Incident”) in an amount in excess of [ ] pounds (£[ ]) (index-linked): Project Co shall deliver as soon as practicable and in any event within [28] days after the making of the claim a plan prepared by Project Co for the carrying out of the works necessary (the “Reinstatement Works”) to repair, reinstate or replace (the “Reinstatement Plan”) the assets which are the subject of the relevant claim or claims in accordance with Clause 53.22.2.1(b)(iv) below. The Reinstatement Plan shall set out: if not the Contractor, the identity of the person proposed to effect the Reinstatement Works, which shall be subject to the prior written approval of the Authority; and the Administrative Agent agreeproposed terms and timetable or, as among such partiesif not then established, as follows: the reasonably anticipated terms and timetable upon which the Reinstatement Works are to be effected (including the date that the Project will become fully operational), the final terms of which shall be subject to the prior written approval of the Authority, which approval shall not be unreasonably delayed; provided that the Authority is satisfied that the Reinstatement Plan will enable Project Co to comply with Clause 53.22.2.1(b)(iv) below within a reasonable timescale: the Reinstatement Plan will be adopted and carried out by Project Co; Project Co shall enter into contractual arrangements to effect the Reinstatement Works with the person identified in the Reinstatement Plan approved by the Authority; prior to the earlier to occur of the Termination Date or the Expiry Date, any amounts standing to the credit of the Insurance Proceeds Account (the “Relevant Proceeds”) (together with any interest accrued) may be withdrawn by Project Co from the Insurance Proceeds Account as required to enable it to make payments in accordance with the terms of the Security Agreementcontractual arrangements referred to in Clause 53.22.2.1(b)(ii) above, and to meet any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all other reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees of Project Co for the sole purposes of funding the Reinstatement Works and the parties shall operate the signatory requirements of the Insurance Proceeds Account in order to give effect to such payments. Following the earlier to occur of the Termination Date and the Expiry Date, the Authority may withdraw amounts standing to the extent provided herein) due and owing hereunder credit of the Administrative Agent Insurance Proceeds Account for the purposes of funding any Reinstatement Works; the Authority agrees and undertakes that, subject to compliance by Project Co with its obligations under this Clause, and provided that Project Co procures that the Collateral Agent Reinstatement Works are carried out and completed in connection accordance with enforcing the rights contractual arrangements referred to in Clause 53.22.2.1(b)(ii), it shall not exercise any right which it might otherwise have to terminate this Agreement by virtue of the Agents event which gave rise to the claim for the Relevant Proceeds; the Authority undertakes to use reasonable endeavours to assist Project Co in the carrying out of the Reinstatement Plan; and after the Lenders Reinstatement Plan has been implemented to the reasonable satisfaction of the Authority and in accordance with Clause 53.22.3 below the Authority shall permit withdrawal by Project Co of any Relevant Proceeds then held in the Insurance Proceeds Account that have not been paid under the Loan Documents (including all expenses of sale or other realization of or Clause 53.22.2.1(b)(iii) above, in respect of the Collateral and Relevant Incident, together with any sums advanced interest accrued. subject to the Collateral Agent or provisions of Clause 49.1 (Project Co Indemnities to preserve its security interest Authority) Project Co shall be solely responsible for the payment of any deficiency. Where insurance proceeds are to be used, in the Collateral), secondaccordance with this Agreement, to pay all reasonable out-of-pocket costs repair, reinstate or replace any Facility, Project Co shall carry out the work in accordance with the Authority’s Construction Requirements so that on completion of the work, the provisions of this Agreement are complied with. If and expenses (including reasonable attorneys’ fees to the extent provided hereinthat a breach by Project Co of its obligations under Clause 53.22.2.1(b) due and owing hereunder of each leads to a delay in the completion of the Lenders Reinstatement Works, any entitlement that Project Co has to relief under Clause 30 (Relief Events) shall be suspended. [Economic Test If all of the Facilities are destroyed or substantially destroyed in connection a single event and the insurance proceeds (when taken together with enforcing such Lender’s rights under any other funds available to Project Co) are equal to or greater than the Loan Documentsamount required to repair or reinstate the Facilities, thirdthen Project Co shall calculate the [senior debt loan life cover ratio] as used in the Financial Model as at Financial Close (on the assumption that the Facilities are repaired or reinstated in accordance with Clause 53.22 (Reinstatement)). If the calculation referred to in Clause 53.23 above shows that the [senior debt loan life cover ratio] is greater than or equal to [event of default level] then Project Co shall be subject to the procedure set out in Clause 53.22 (Reinstatement). If the calculation referred to in Clause 53.23 above shows that the [senior debt loan life cover ratio] is less than [event of default level] then an amount equal to the lesser of: the insurance proceeds; and the Base Senior Debt Termination Amount or, if any Additional Permitted Borrowing has been advanced, the Revised Senior Debt Termination Amount, shall be released from the Insurance Proceeds Account to pay interest on Loans then outstanding; fourthProject Co. If, pursuant to pay principal Clause 53.25 above, insurance proceeds are released from the Insurance Proceeds Account, Project Co shall be in breach of Loans then outstanding and its obligations under Secured Hedge Agreements this Agreement and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligationsshall not, ratably among the applicable Secured Parties in proportion pursuant to Clause 30 (Relief Events), be relieved of its obligations unless it can demonstrate to the respective amounts described in this clause “fourth” payable satisfaction of the Authority that it can carry out the works necessary to themrepair, and fifth, to pay reinstate or replace the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above assets which are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion subject to the respective amounts described relevant claims in the applicable clause at such time. This Section 10.12 may be amended (accordance with Clause 53.22.3 and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablewithin a reasonable timescale.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject (a) Subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, the Collateral Trustee will apply the proceeds of any Other Intercreditor Agreement collection, sale, foreclosure or other realization upon, or exercise of any Intercreditor Agreement Supplementright or remedy with respect to, after any Collateral and the occurrence proceeds of any title insurance or other insurance policy required under any Parity Lien Document or otherwise covering the Collateral, and during any condemnation proceeds with respect to the continuance Collateral, in the following order of an Event application: FIRST, to the payment of Default, all amounts collected or received by the Administrative Agent or any Lender payable under this Agreement on account of amounts the Collateral Trustee’s fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Parity Lien Security Document (including, but not limited to, indemnification obligations); 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 outstanding under any of payable in such order as may be provided in the Loan Parity Lien Documents shall, except as otherwise expressly provided herein, be applied as follows: first, in an amount sufficient to pay in full in cash all reasonable out-of-pocket costs outstanding Parity Lien Debt and expenses all other Parity Lien Obligations that are then due and payable (including reasonable attorneys’ fees including, to the extent provided hereinlegally 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), and including the discharge or cash collateralization (at the lower of (1) due and owing hereunder 105% of the Administrative Agent 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; THIRD, to the repayment of Indebtedness and other Obligations secured by a permitted Junior Lien on the Collateral Agent sold or realized upon; and FOURTH, any surplus remaining after the payment in connection with enforcing the rights full in cash of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may preceding clauses will be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) paid to the extent necessary to reflect differing amounts payableCompany or the applicable Subsidiary Guarantor, as the case may be, and priorities as directed in writing by the Company, its successors or assigns, or as a court of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablecompetent jurisdiction may direct.

Application of Proceeds. The To the extent that the Tranche A Lenders and the Administrative Agent agreeare entitled to a priority claim in any SLP Proceeds or Non-SLP Proceeds pursuant to Section 3.02(a), notwithstanding any other provision of this Intercreditor Agreement (other than Section 4 hereof) or any other Fundamental Document, such SLP Proceeds or Non-SLP Proceeds, as among such partiesthe case may be, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, shall be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees the accrued but unpaid interest on the Tranche A Loans, on a pro rata basis determined in accordance with amounts owed with respect to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), foregoing; second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each outstanding principal balance of the Lenders Tranche A Loans (with amounts payable to each Tranche A Lender to be determined in connection accordance with enforcing the amount of outstanding Tranche A Loans owed to such Tranche A Lender’s rights under ) and to be applied against the Loan Documentsscheduled amortization payments thereof in direct order of maturity, third, to pay the accrued but unpaid interest on the Term Loans then outstandingand Revolving Credit Loans, accrued but unpaid Revolver Commitment Fees and Letter of Credit Fees in respect of Revolver Letters of Credit, on a pro rata basis determined in accordance with amounts owed with respect to the foregoing; fourth, to pay (x) the outstanding principal balance of the Term Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective Revolving Credit Loans (with amounts described in this clause “fourth” payable to themeach Remaining Lender to be determined in accordance with the amount of outstanding Term Loans and Revolving Credit Loans owed to such Remaining Lender) and, in the case of the Term Loans, to be applied against the scheduled amortization payments thereof in direct order of maturity, (y) to cash collateralize Revolver Letters of Credit in an amount equal to 105% of the outstanding Revolver L/C Exposure; and (z) to pay Revolver Issuing Banks for all unreimbursed drawings under Revolver Letters of Credits on a pro rata basis determined in accordance with the aggregate outstanding principal balance of the Terms Loans and the Revolving Credit Loans, the aggregate L/C Exposure attributable to Revolver Letters of Credit and (without any duplication) the aggregate amount of all unreimbursed drawings under Revolver Letters of Credit; and fifth, to pay the surplusremainder of the Restructured Obligations or any other amounts then due under the Credit Agreement or any other Fundamental Document. As between the Remaining Lenders and the Synthetic Lease Lenders, if any, to whomever may be lawfully entitled to receive such surplus. To amounts received by the extent any amounts available for distribution Tranche A Lenders pursuant to clause “third” or “fourth” above are insufficient this Section 3.02(b) shall not be subject to pay all obligations described therein in full, such moneys shall be allocated pro rata among Section 10.3 of the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableCredit Agreement.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien ABL/Term Loan Intercreditor Agreement, Agreement or any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, to pay interest on and then principal of Agent Advances then outstanding, second, to pay interest on and then principal of Swingline Loans then outstanding, third, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), secondfourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, thirdfifth, to pay interest on Revolving Credit Loans and L/C Obligations then outstanding; fourth, sixth, to pay (on a ratable basis) (A) principal of Revolving Credit Loans then outstanding and any Reimbursement Obligations then outstanding, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent and (B) any outstanding obligations payable under (i) Designated Cash Management Agreements, up to the maximum amount of the exposure thereunder as notified from time to time by the Cash Management Party to the Administrative Agent pursuant to the definition of “Cash Management Reserves” (but in any event not to exceed the Cash Management Reserves) and (ii) Designated Hedging Agreements up to the maximum amount of the MTM value thereunder as notified from time to time by the Hedging Party (or, if applicable, an alternative MTM value notified by the Parent Borrower pursuant to a Dealer Polling) to the Administrative Agent pursuant to the definition of “Designated Hedging Reserves”, in each case which are secured under the Security Documents (but in any event not to exceed the Designated Hedging Reserves), seventh, to pay obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsArrangements (other than pursuant to any Designated Cash Management Agreements, ratably among the applicable Secured Parties in proportion but including any amounts not paid pursuant to the respective amounts described in this clause “fourth” payable sixth”(B)(i) above) and Hedging Obligations to themany Hedging Affiliate (other than pursuant to any Designated Hedging Agreements, but including any amounts not paid pursuant to clause “sixth”(B)(ii) above) and fiftheighth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause “thirdfifth” and “sixth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then following the expiration of all Letters of Credit, to all other obligations of the type described in such clause “fifth” and “sixth”. To the extent that any amounts available for distribution pursuant to clause “fifth” or “fourthsixth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such timeCommitment Percentages. This Section 10.12 subsection 10.15 may be amended (and the Lenders and Issuing Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections subsections 2.6 and 2.8, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject (a) All amounts owing to the terms Noteholders with respect to the Indebtedness shall be secured by the Collateral according to their respective Pro Rata Share without distinction as to whether some Indebtedness is then due and payable and other Indebtedness is not then due and payable. Upon the receipt by any Noteholder or the Collateral Agent of Shared Proceeds at any time or upon the Security Agreement, receipt by any Junior Lien Intercreditor Agreement, Noteholder or the Collateral Agent of any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, proceeds after the occurrence and during the continuance of an a Triggering Event, the Noteholders agree that the proceeds thereof shall be in each such case delivered to the Collateral Agent and after the occurrence of a Triggering Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: (a) first, to pay all reasonable out-of-pocket the amounts owing to the Collateral Agent by the Obligors or the Noteholders solely in its capacity as Collateral Agent hereunder pursuant to this Agreement or the Collateral Documents, including, without limitation, costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and incurred by the Collateral Agent in connection with enforcing any action taken or proceeding brought, including reasonable legal expenses, attorneys' fees, taxes and assessments; (b) second, ratably, to the rights payment of all amounts of interest outstanding which constitute the Agents Indebtedness according to the aggregate amounts of such interest then owing to each Noteholder; (c) third, ratably to all amounts of principal outstanding under the Indebtedness according to the aggregate amounts of such principal then owing to each Noteholder; (d) fourth, ratably to all other amounts then due to the Noteholders under the Note Purchase Agreement and the Lenders under the Loan Documents Guaranty Agreement (including all expenses fees, expenses, commitment fees and letter of sale credit fees owing by Borrower or other realization of or the Guarantor in respect of the Indebtedness), (e) fifth, to the payment of any costs, agents fees, expenses or other amounts owing with respect to the Indebtedness, and (f) sixth, the balance, if any, shall be returned to the Obligors or such other Persons as are entitled thereto. Upon the request of the Collateral and Agent prior to any sums advanced distribution under this Section 3.3, each Noteholder shall provide to the Collateral Agent or to preserve its security interest certificates, in the Collateral), second, to pay all reasonable out-of-pocket costs form and expenses (including reasonable attorneys’ fees substance reasonably satisfactory to the extent provided herein) due and owing hereunder of each of Collateral Agent, setting forth the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicable.respective

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements, Bank Products Agreements and Cash Management Obligations Guarantees permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 Subsection 10.14 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 Subsections 2.8, 2.10 and 2.82.11, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. The Lenders At such intervals as may be agreed upon by Borrowers and the Administrative Agent agreeLender, as among such partiesor, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of if an Event of DefaultDefault shall have occurred and be continuing, at any time at Lender's election, Lender may apply all amounts collected or received by the Administrative Agent or any Lender on account part of amounts then due and outstanding under any of Proceeds from the Loan Documents shallsale of, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization upon, all or any part of the Collateral in payment of the Secured Obligations in such order as Lender shall determine in its discretion. Any part of such funds which Lender elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by Lender to the applicable Loan Party or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations shall have been Paid in Full shall be paid over to the applicable Loan Party or to whomsoever may be lawfully entitled to receive the same. In the absence of a specific determination by Lender, the Proceeds from the sale of, or other realization upon, all or any part of the Collateral in payment of the Secured Obligations shall be applied in the following order: FIRST, to the payment of all fees, costs, expenses and indemnities of Lender (in its capacity as such), including Attorney Costs, and any other Secured Obligations owing to Lender in respect of sums advanced by Lender to preserve the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), seconduntil paid in full; SECOND, to pay the payment of all reasonable out-of-pocket costs fees, costs, expenses and expenses (including reasonable attorneys’ fees indemnities of Lender, until paid in full; THIRD, to the extent provided herein) due and owing hereunder payment of each all of the Lenders Secured Obligations in connection with enforcing such respect of the Swing Line Loans to the Swing Line Lender’s rights under the Loan Documents, thirduntil paid in full; FOURTH, to pay the payment of all of the Secured Obligations (other than Hedging Obligations and other Bank Product Obligations) consisting of accrued and unpaid interest on Loans then outstandingowing to Lender, until paid in full; fourthFIFTH, to pay the payment of all Secured Obligations consisting of principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management or Hedging Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligationsowing to Lender, ratably among the applicable Secured Parties until paid in proportion full; SIXTH, to the respective amounts described payment of Lender an amount equal to all Secured Obligations in this clause “fourth” payable respect of outstanding Letters of Credit to them, and fifthbe held as cash collateral in respect of such obligations; SEVENTH, to pay the surpluspayment of all Bank Products Obligations (other than Hedging Obligations) owing to Lender or its Affiliates, until paid in full; EIGHTH, to the payment of all other Secured Obligations owing to Lender, until paid in full; and NINTH, to the payment of any remaining Proceeds, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableamounts.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject Subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any Intercreditor Agreement Supplementpart of the Collateral pursuant to the exercise by the Collateral Agent of its remedies, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Collateral Agent in respect of all or any Lender on account of amounts then due and outstanding under any part of the Loan Documents shallCollateral in connection with any bankruptcy, except as otherwise expressly provided hereininsolvency, reorganization or similar proceeding of any Grantor, shall be applied applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, as follows: firstFirst, to pay all reasonable out-of-pocket costs indemnities, compensation and expenses (including reasonable attorneys’ the fees and expenses of counsel and experts) owing to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection its capacity as such in accordance with enforcing the rights terms of this Agreement and the other Second Lien Documents; Second, to the 2010 Trustee in its capacity as such in accordance with the terms of the Agents 2010 Indenture, to the Second Lien Credit Agreement Agent in its capacity as such in accordance with the terms of the Second Lien Credit Agreement, to the 2018 Trustee in its capacity as such in accordance with the terms of the 2018 Indenture and to any other Junior Second Lien Agent or Senior Second Lien Agent in its capacity as such in accordance with the Lenders under terms of the Loan Documents applicable Junior Second Lien Agreement or Senior Second Lien Agreement, in each case ratably; Third, to ratably pay all amounts owing to holders of Senior Second Lien Obligations (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral)interest, second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees owed to the extent provided hereinholders of Senior Second Lien Obligations, whether or not a claim is allowed against the Issuer or any Grantor for such interest, fees, indemnification payments, expense reimbursements and other amounts in any related bankruptcy proceeding) due and owing hereunder of each in accordance with the terms of the Lenders in connection with enforcing such Lender’s rights under 2018 Indenture, the Loan Documents, thirdSecond Lien Credit Agreement and any other Senior Second Lien Agreements; Fourth, to ratably pay interest on Loans then outstanding; fourthall amounts owing to holders of Junior Second Lien Obligations (including interest, costs and attorneys’ fees owed to pay principal the holders of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Junior Second Lien Obligations, ratably among whether or not a claim is allowed against the applicable Secured Parties Issuer or any Grantor for such interest, fees, indemnification payments, expense reimbursements and other amounts in proportion to any related bankruptcy proceeding) in accordance with the respective amounts described in this clause “fourth” payable to them, terms of the 2010 Indenture and fifthany other Junior Second Lien Agreements; and Fifth, to pay the surplus, if any, Issuer or to whomever whomsoever may be lawfully entitled to receive such surplusthe same. To the extent any amounts available for distribution All applications of proceeds pursuant to clause “third” or “fourth” First above, clause Second above, clause Third above are insufficient to pay all obligations described therein in fulland clause Fourth above, such moneys respectively, shall be allocated pro rata among the applicable Secured Parties on a pro rata basis according to the principal, interest and/or other amounts owing in proportion respect of the applicable Secured Obligations owing to such Secured Parties at the time of the distribution. In the event that any such proceeds are insufficient to pay in full the items described in clauses First through Fourth of this Section 5.4, the Grantors shall remain liable, jointly and severally, for any deficiency. If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Secured Obligations to which it is then entitled in accordance with this Agreement, such Secured Party shall hold such payment or recovery in trust for the benefit of all Secured Parties for distribution in accordance with this Section 5.4. Upon the request of the Collateral Agent prior to any distribution under this Section 5.4, each Secured Party shall provide to the Collateral Agent certificates, in form and substance reasonably satisfactory to the Collateral Agent, setting forth the respective amounts described referred to in the applicable clause at Section 5.4, that each such time. This Section 10.12 may be amended (Secured Party believes it is entitled to receive, and the Lenders hereby irrevocably authorize the Administrative Collateral Agent shall be fully entitled to enter into any rely on such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablecertificates.

Application of Proceeds. The Lenders 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 Administrative Agent agreeDischarge of Senior Obligations has not 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 shall be applied by the Designated Senior Representative to the Senior Obligations in such order as among such partiesspecified in the relevant Senior Debt Documents (including the First Lien Intercreditor Agreement) until the Discharge of Senior Obligations has occurred. Upon the Discharge of Senior Obligations, each applicable Senior Representative shall deliver promptly to the Designated Second Priority Representative any Shared Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Second Priority Representative to the Second Priority Debt Obligations as follows: subject (a) first, to the payment of all amounts owing to each Second Priority Representative (each in its capacity as such) pursuant to the terms of any Second Priority Debt Documents, (b) second, subject to Section 1.03, to the Security Agreementpayment in full of the Second Priority Debt Obligations under each Second Priority Debt Facility on a ratable basis, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplementwith such payments to be applied to the Second Priority Debt Obligations under a Second Priority Debt Facility in accordance with the terms of the relevant Second Priority Debt Documents and (c) third, after (i) payment in full of all Second Priority Debt Obligations and (ii) the occurrence and during the continuance termination or expiration of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding commitments to lend under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: firstSecond Priority Debt Documents, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent Borrower and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale other Grantors or other realization of their successors or in respect of the Collateral and any sums advanced to the Collateral Agent assigns, as their interests may appear, or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same, or as a court of competent jurisdiction may direct. To Notwithstanding the extent foregoing, with respect to any amounts available Second Priority Collateral for distribution pursuant to clause “third” which a third party (other than a Second Priority Debt Party) has a lien or “fourth” above are insufficient to pay all obligations described therein security interest that is junior in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion priority to the respective amounts described security interest of any Second Priority Debt Facility but senior (as determined by appropriate legal proceedings in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into case of any such amendmentdispute) to the extent necessary security interest of any other Second Priority Debt Facility (such third party, an “Intervening Creditor”), the value of any Second Priority Collateral or any Proceeds allocated to reflect differing amounts payable, and priorities such Intervening Creditor shall be deducted on a ratable basis solely from the Second Priority Collateral or Proceeds to be distributed in respect of payments, the Second Priority Debt Facility with respect to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablewhich such Impairment exists.

Application of Proceeds. The Lenders (a) Subject to the terms of the Intercreditor Agreement, the Collateral Agent will apply the proceeds from any collection, sale, foreclosure or other realization upon Collateral, including proceeds of any title insurance policy required under any Second Lien Debt Document and any transfer of Collateral arising from a credit bid in the following order of application: FIRST, on a pro rata basis, to the payment of all reasonable and documented fees, costs and expenses incurred by (i) the Collateral Agent in connection with such sale, collection or realization or otherwise in connection with this Agreement, any of the Secured Obligations or the Intercreditor Agreement, including all court costs and the Administrative reasonable fees and expenses of its co-trustees, agents and legal counsel, and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder and (ii) each Secured Representative in connection with its role as trustee, agent or similar role under the Second Lien Debt Instrument relating to its Series of Second Lien Debt; SECOND, to Secured Parties which have theretofore advanced or paid any amounts of the types described in priority First above to the Collateral Agent agreeor any Secured Representative, other than any amounts paid under priority First above, an amount equal to the amount thereof so advanced or paid by such Secured Parties and for which such Secured Parties have not been previously reimbursed, as set forth in a certificate from such Secured Party delivered to the Collateral Agent and each Secured Representative at least three (3) Business Days prior to the date of distribution (or such shorter period as the Collateral Agent shall agree in its sole discretion) of such proceeds by the Collateral Agent, such amounts to be distributed among such partiesSecured Parties pro rata in accordance with the respective amounts so advanced or paid and not previously reimbursed; THIRD, to the Secured Representatives for the payment of accrued and unpaid interest and any premium that is then due and payable under the Second Lien Debt Instruments governing each Series of Second Lien Debt, such amounts to be distributed among such Secured Representatives pro rata in accordance with the respective amounts of accrued and unpaid interest and premium then due and owing under the Second Lien Debt Instrument applicable to its Series of Second Lien Debt, in each case, as follows: set forth in a written direction to the Collateral Agent executed by the applicable Secured Representative; FOURTH, to the Secured Representatives for the payment of principal and other Secured Obligations that are then due and payable under the Second Lien Debt Instruments, such amounts to be distributed among such Secured Representatives pro rata in accordance with the respective amounts of principal and other Secured Obligations then due and owing under the Second Lien Debt Instrument applicable to its Series of Second Lien Debt, in each case, as set forth in a written direction to the Collateral Agent executed by the applicable Secured Representative; and FIFTH, subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after to the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender Company on account of amounts then due and outstanding under any behalf of the Loan Documents shallCredit Parties or as a court of competent jurisdiction may direct. This Section 3.4 is intended for the benefit of, except and will be enforceable as otherwise expressly provided hereina third party beneficiary by, be applied as follows: firsteach present and future holder of Secured Obligations, to pay all reasonable out-of-pocket costs each present and expenses (including reasonable attorneys’ fees future Secured Representative and the Collateral Agent. The Secured Representative of each future Series of Second Lien Debt will, to the extent provided herein) due in this Agreement, be required to deliver a Lien Sharing and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced Priority Confirmation to the Collateral Agent or to preserve its security interest in at the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder time of each incurrence of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal Series of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableSecond Lien Debt.