Common use of Application of Certain Payments and Proceeds Clause in Contracts

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement): (a) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (c) third, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (d) fourth, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) ratably among the Lenders in proportion to the aggregate of all such amounts; (e) fifth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (h) eighth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (j) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders and each LC Issuer in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the Administrative Agent for the benefit of each LC Issuer to Cash Collateralize the Stated Amount of outstanding Letters of Credit; (vi) sixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unreimbursed Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Unreimbursed Drawings, ratably among the Lenders and each LC Issuer in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (vi) sixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, and the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, subject to the provisions of Sections 2.15(d), unless otherwise required by applicable law, be applied as follows (in each case case, subject to the terms of the ABL/Bond any Customary Intercreditor AgreementAgreement which is then in effect): (a) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cb) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender (including, the Swing Line Lender) or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (dc) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (ed) fifthfourth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche)Loans, Unpaid Drawings and Drawings, the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) amounts due to Cash Management Banks under Cash Management Agreements subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and Issuer, the Designated Hedge Creditors and the Cash Management Banks in proportion to the aggregate of all such amounts; (fe) sixthfifth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize Cash Collateralize the Stated Amount of outstanding Letters of Credit; (gf) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (h) eighthsixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jg) finally, any remaining surplus after all of the Obligations have been paid in full, to the Parent Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Secured Obligations constituting Overadvance Loans (a) fees, indemnities, expenses and other amounts (other than principal and interest,) payable to the Administrative Agent or the Collateral Agentin its capacity as such and (b) interest and principal in respect of Protective Advances; (bii) second, to all amounts owing to the Swingline Lender on Swingline Loans; (iii) third, to payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among, as applicable, the Agent, the Swingline Lender and the Issuing Lenders pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution; (iv) fourth, to payment of that portion of the Obligations constituting fees, indemnities and indemnities, expenses and other amounts (including attorneys’ other than principal, interest, Letter of Credit fees and amounts due under Article IIIpayable with respect to Designated Hedge Agreements and Secured Cash Management Agreements) payable to the Administrative Agent or to Lenders and the Collateral Agent in each case in its capacity as such; Issuing Lenders (c) third, to the payment of that portion of the Obligations constituting including fees, indemnities disbursements and expenses (including attorneys’ fees other charges of counsel payable under Section 11.01 and amounts due this Agreement) arising under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuerthe Loan Documents, ratably among them in proportion to the aggregate of all such amountsrespective amounts described in this clause (iv) held by them; (dv) fourthfifth, to the payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees and interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and L/C Disbursements, ratably among the Lenders and the Issuing Lenders in proportion to the aggregate of all such amountsrespective amounts described in this clause (v) held by them; (evi) fifthsixth, pro rata (i) to the payment of that portion of the Secured Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche)Loans, Unpaid Drawings and the amounts due L/C Disbursements and, in an amount not to Designated Hedge Creditors exceed the Bank Product Reserve, obligations of the Loan Parties then owing under Designated Hedge Agreements and the Secured Cash Management Agreements and (with respect ii) to any Designated Hedge Agreements, solely Cash Collateralize the aggregate undrawn amount of Letters of Credit to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or not otherwise in accordance with the definition thereof) subject to confirmation Cash Collateralized by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice Borrowers pursuant to this Agreement, ratably among the Lenders, each LC Issuer the Issuers Lenders, the parties to such Designated Hedge Agreements and the Designated Hedge Creditors Cash Management Banks party to such Secured Cash Management Agreements in proportion to the respective amounts described in this clause (vi) held by them; provided that (x) any such amounts applied pursuant to the foregoing clause (ii) shall be paid to the Agent for the ratable account of the applicable Issuing Lenders to Cash Collateralize such Obligations, (y) amounts used to Cash Collateralize the aggregate undrawn amount of all Letters of Credit pursuant to this clause (vi) shall be applied to satisfy drawings under such amountsLetters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be applied by the Agent in accordance with the priority of payments set forth in this Section; (fvii) sixthseventh, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; extent not paid under clause (gvi) seventh, ratably among the Cash Management Banksabove, to the payment of that portion of the Secured Obligations constituting amounts due to Cash Management Banks unpaid principal of obligations of the Loan Parties then owing under Designated Hedge Agreements and the Secured Cash Management Agreements, subject ratably among the parties to confirmation such Designated Hedge Agreements and the Cash Management Banks party to such Secured Cash Management Agreements in proportion to the respective amounts described in this clause (vii) held by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practicethem; (hviii) eighth, to the payment of all other Secured Obligations (other than with respect to any FILO Tranche) of the Loan Parties owing under or in respect of the Loan Documents or under Secured Cash Management Agreements that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors Agent and the Cash Management Banksother Secured Parties, ratably based upon the respective aggregate amounts of all such Secured Obligations then owing to them on such date;the Agent and the other Secured Parties; and (iix) ninthlast, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (j) finally, any remaining surplus after all of the Secured Obligations have been paid in fullfull (other than contingent indemnification obligations not yet due and owing), to the Borrower Borrowers or to whomsoever as otherwise required by Law. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired without any pending drawing, such remaining amount shall be lawfully applied to the other Secured Obligations, if any, in accordance with the priority of payments set forth above. Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Designated Hedge Agreements shall be excluded from the application of payments described above if the Agent has not received written notice thereof, together with such supporting documentation as the Agent may reasonably request, from the applicable Cash Management Bank or party to such Designated Hedge Agreement, as the case may be. Each Cash Management Bank or party to a Designated Hedge Agreement not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto. It is understood and agreed by each Loan Party and each Secured Party that the Agent shall have no liability for any determinations made by it in this Section 7.4, in each case except to the extent resulting from the gross negligence or willful misconduct of the Agent (as determined by a court of competent jurisdiction in a final and non-appealable decision). Each Loan Party and each Secured Party also agrees that the Agent may (but shall not be required to), at any time and in its sole discretion, and with no liability resulting therefrom, petition a court of competent jurisdiction regarding any application of Collateral and other amounts in accordance with the requirements hereof, and the Agent shall be entitled theretoto wait for, and may conclusively rely on, any such determination.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by applicable law, be applied as follows (in each case case, subject to the terms of the ABL/Bond any Customary Intercreditor AgreementAgreement which is then in effect): (a) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cb) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (dc) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (ed) fifthfourth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche)Loans, Unpaid Drawings and Drawings, the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) amounts due to Cash Management Banks under Cash Management Agreements subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and Issuer, the Designated Hedge Creditors and the Cash Management Banks in proportion to the aggregate of all such amounts; (fe) sixthfifth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (gf) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (h) eighthsixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jg) finally, any remaining surplus after all of the Obligations have been paid in full, to the Parent Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC IssuerLender, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) Loans, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the aggregate of all such amounts, (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice, and (C) the amounts due in respect of Banking Services Obligations; (hv) eighthfifth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvi) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC IssuerLender, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) Loans, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvi) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders and each LC Issuer in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (vi) sixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders and each LC Issuer in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (vi) sixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC IssuerLender, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) Loans, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvi) finally, any remaining surplus after all of the Obligations (other than amounts in respect of indemnification, expense reimbursement, yield protection or tax gross-up and contingent obligations, in each case that are owing and with respect to which not claim has been made) have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the an Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents Documents, including all proceeds from each sale of, or other realization upon, all or any part of the Collateral by any Creditor after an Event of Default, shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to Agents and the Collateral Agent in each case in its capacity their respective capacities as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, pro rata to the payment of (A) that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unreimbursed Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amountsamounts and (B) accrued and unpaid interest in respect of Bank Product Obligations and Designated Hedge Agreements; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche)and Unreimbursed Drawings, Unpaid Drawings and the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, Lenders and each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts, and (B) the amounts due to Bank Product Providers in respect of Bank Product Obligations and Designated Hedge Creditors under Designated Hedge Agreements; (fv) sixthfifth, to the Revolver Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (gvi) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (h) eighthsixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the each Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, and the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.. Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor and (b) Bank Product Obligations and amounts due to Designated Hedge Creditors under Designated Hedge Agreements shall be excluded from the application described above if the Administrative Agents have not received written notice thereof, together with such supporting documentation as the Administrative Agents may request, from the Bank Product Provider or the Designated Hedge Creditor, as the case may be. Each Bank Product Provider or Designated Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agents pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (a) first, to the payment of that portion all expenses (to the extent not otherwise paid by Borrowers or any of the Obligations constituting Overadvance Loans payable to other Credit Parties) incurred by Agent and the Administrative Agent or Lenders in connection with the Collateral Agentexercise of such remedies, including, without limitation, all reasonable costs and expenses of collection, reasonable documented attorneys’ fees, court costs and any foreclosure expenses; (b) second, to the payment pro rata of that portion of interest then accrued on the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as suchoutstanding Loans; (c) third, to the payment pro rata of that portion any fees then accrued and payable to Agent, any Fronting Lender or any Lender under this Agreement in respect of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche Loans or the Letter of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amountsCredit Exposure; (d) fourth, to the payment pro rata of that portion of (i) the Obligations constituting accrued and unpaid interest principal balance then owing on the Loans outstanding Loans, (including ii) the amounts then due under Designated Hedge Agreements to creditors of Borrowers or any Protective Advances Subsidiary, subject to confirmation by Agent of any calculations of termination or other than any Loans under a FILO Tranchepayment amounts being made in accordance with normal industry practice, and (iii) ratably among the Lenders Letter of Credit Exposure (to be held and applied by Agent as security for the reimbursement obligations in proportion to the aggregate of all such amountsrespect thereof); (e) fifth, pro rata to the payment to the Lenders of any amounts then accrued and unpaid under Article III hereof, and if such proceeds are insufficient to pay such amounts in full, to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and the such amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amountspro rata; (f) sixth, to the Administrative Agent for payment pro rata of all other amounts owed by Borrowers to Agent, to any Fronting Lender or any Lender under this Agreement or any other Loan Document, and to any counterparties under Designated Hedge Agreements of the benefit Companies, and if such proceeds are insufficient to pay such amounts in full, to the payment of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Creditsuch amounts pro rata; (g) seventh, ratably among to the Cash Management Bankspayment pro rata of all Bank Product Obligations, to the payment of that portion of extent not already paid pursuant to the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice;subsections above; and (h) eighth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (j) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower Borrowers or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents Documents, including all proceeds from each sale of, or other realization upon, all or any part of the Collateral by any Creditor after an Event of Default, shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to and the Collateral Agent in each case in its capacity their respective capacities as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, pro rata to the payment of (A) that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unreimbursed Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amountsamounts and (B) accrued and unpaid interest in respect of Bank Product Obligations and Designated Hedge Agreements; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche)and Unreimbursed Drawings, Unpaid Drawings and the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, Lenders and each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts, and (B) the amounts due to Bank Product Providers in respect of Bank Product Obligations and Designated Hedge Creditors under Designated Hedge Agreements; (fv) sixthfifth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (gvi) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (h) eighthsixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, and the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations (other than contingent obligations not yet accrued and payable and obligations and liabilities under Designated Hedge Agreements, Bank Product Obligations and Letters of Credit which have been, in each case, backstopped or Cash Collateralized in an amount equal to 103% of the aggregate LC Outstandings of all Lenders) have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.. Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor and (b) Bank Product Obligations and amounts due to Designated Hedge Creditors under Designated Hedge Agreements shall be excluded from the application described above if the Administrative Agent have not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the Bank Product Provider or the Designated Hedge Creditor, as the case may be. Each Bank Product Provider or Designated Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion all expenses (to the extent not otherwise paid by the Borrower or any of the Obligations constituting Overadvance Loans payable to Guarantors) incurred by the Administrative Agent or and the Collateral AgentLenders in connection with the exercise of such remedies, including, without limitation, all reasonable costs and expenses of collection, reasonable attorneys’ fee and expenses, court costs and any foreclosure expenses; (bii) second, to the payment pro rata of that portion of interest then accrued on the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as suchoutstanding Loans; (ciii) third, to the payment pro rata of that portion of the Obligations constituting fees, indemnities any fees and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed expenses paid under item (i) above) then accrued and payable to the Agent, any Issuing Bank or any Lender with under this Agreement in respect to any FILO Tranche of Loans) payable to each Lender the Loans or each LC Issuer, ratably among them in proportion to the aggregate Letters of all such amountsCredit; (div) fourth, to the payment pro rata of that portion of (A) the Obligations constituting accrued and unpaid interest principal balance then owing on the Loans outstanding Loans, (including any Protective Advances other than any Loans under a FILO TrancheB) ratably among the Lenders in proportion to the aggregate of all such amounts; (e) fifth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and the amounts then due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and creditors of the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) any Subsidiary, subject to confirmation by the Administrative Agent that of any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice, (C) the principal amount of the outstanding Letters of Credit (to be held and applied by the Agent as security for the reimbursement obligations in respect thereof) and (D) the unreimbursed amount of any LC Disbursements including drawings on the IRB Letters of Credit; (hv) eighthfifth, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.9, 2.10 and 2.11 of this Agreement, and if such proceeds are insufficient to pay such amounts in full, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate such amounts of all such Obligations owing to them on such datepro rata; (ivi) ninthsixth, to the payment pro rata of all other amounts owed by the Borrower to the Agent, to any Issuing Bank or any Lender under this Agreement or any other Loan Document, and to any counterparties under Designated Hedge Agreements of the Borrower and any Subsidiary, and if such proceeds are insufficient to pay such amounts in full, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate such amounts of all such Obligations owing to them on such date; (j) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.pro rata; and

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (a) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article IIISections 2.15, 2.16, 2.17 and 2.19) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cb) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article IIISections 2.15, but other than fees owed to any Lender with respect to any FILO Tranche of Loans2.16, 2.17 and 2.19) payable to each Lender or each LC IssuerLender, ratably among them in proportion to the aggregate of all such amounts; (dc) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) Loans, ratably among the Lenders in proportion to the aggregate of all such amounts; (ed) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (he) eighthfifth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jf) finally, any remaining surplus after all of the Obligations (other than amounts in respect of indemnification, expense reimbursement, yield protection or tax gross-up and contingent obligations, in each case that are owing and with respect to which not claim has been made) have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Foreign Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (a) with respect to payments, monies, property or Collateral of or from any U.S. Credit Party: (i) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the U.S. Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to and the Foreign Collateral Agent in each case in its their respective capacity as such, pro rata; (cii) thirdsecond, to the payment of that portion of the U.S. Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) third, to the payment of that portion of the U.S. Obligations constituting accrued and unpaid interest on Agent Advances to the Administrative Agent and the Foreign Collateral Agent, pro rata; (iv) fourth, to the payment of that portion of the U.S. Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) Overadvances, ratably among the Lenders in proportion to the aggregate of all such amounts; (ev) fifth, pro rata to the payment of that portion of the U.S. Obligations constituting accrued and unpaid principal of the Loans (including any Protective on Agent Advances other than any Loans under a FILO Tranche), Unpaid Drawings and the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent and the Foreign Collateral Agent, pro rata; (vi) sixth, to the payment of that any calculations portion of termination or other payment obligations are being made in accordance with normal industry practice the U.S. Obligations constituting accrued and unpaid principal on Overadvances, ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors Lenders in proportion to the aggregate of all such amounts; (fvii) sixthseventh, to the payment of that portion of the U.S. Obligations constituting accrued and unpaid interest on the Loans and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (viii) eighth, to the payment of that portion of the U.S. Obligations constituting unpaid principal of the Loans and Unpaid Drawings and to the payment of any amounts owing to Designated Hedge Creditors under Designated Hedge Agreements up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.19, for which U.S. Reserves have been established, ratably among the Lenders (or Affiliates thereof in the case of Designated Hedge Agreements) and each LC Issuer in proportion to the aggregate of all such amounts; (ix) ninth, to the Administrative Agent and the Foreign Collateral Agent for the benefit of each LC Issuer to cash collateralize ratably Cash Collateralize 105% of the Stated Amount amount of outstanding Letters of CreditLC Outstandings; (gx) seventhtenth, to amounts due to Lenders in respect of Banking Services Obligations, ratably among the Cash Management Banks, such Lenders in proportion to the payment aggregate of that portion of all such amounts; (xi) eleventh, the Obligations constituting amounts due to Cash Management Banks Designated Hedge Creditors under Cash Management Agreements, Designated Hedge Agreements subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hxii) eighthtwelfth, to the payment of all other U.S. Obligations (other than with respect to any FILO Tranche) of the Loan U.S. Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Foreign Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such U.S. Obligations owing to them on such date;; and (xiii) finally, any remaining surplus after all of the U.S. Obligations have been paid in full, to the Borrowers or to whomsoever shall be lawfully entitled thereto; and (b) with respect to payments, monies, property or Collateral of or from any Dutch Credit Party: (i) first, to the payment of that portion of the Dutch Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Foreign Collateral Agent in its capacity as such; (ii) second, to the payment of that portion of the Dutch Obligations constituting fees, indemnities and expenses (including attorneys’ fees and amounts due under Article III) payable to each Dutch Lender or each Dutch LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (iii) third, to the payment of that portion of the Dutch Obligations constituting accrued and unpaid interest on Dutch Agent Advances to the Foreign Collateral Agent; (iv) fourth, to the payment of that portion of the Dutch Obligations constituting accrued and unpaid interest on Dutch Overadvances, ratably among the Dutch Lenders in proportion to the aggregate of all such amounts; (v) fifth, to the payment of that portion of the Dutch Obligations constituting accrued and unpaid principal on Dutch Agent Advances to Foreign Collateral Agent; (vi) sixth, to the payment of that portion of the Dutch Obligations constituting accrued and unpaid principal on Dutch Overadvances, ratably among the Dutch Lenders in proportion to the aggregate of all such amounts; (vii) seventh, to the payment of that portion of the Dutch Obligations constituting accrued and unpaid interest on the Dutch Revolving Loans and Unpaid Drawings with respect to Dutch Letters of Credit, ratably among the Dutch Lenders in proportion to the aggregate of all such amounts; (viii) eighth, to the payment of that portion of the Dutch Obligations constituting unpaid principal of the Dutch Revolving Loans and Unpaid Drawings and to the payment of any amounts owing to Designated Hedge Creditors under Designated Hedge Agreements up to and including the amount most recently provided to the Foreign Collateral Agent pursuant to Section 2.19 for which Dutch Reserves have been established, ratably among the Dutch Lenders (or Affiliates thereof in the case of Designated Hedge Agreements) and each Dutch LC Issuer in proportion to the aggregate of all such amounts; (ix) ninth, to the Foreign Collateral Agent for the benefit of each Dutch LC Issuer to ratably Cash Collateralize 105% of the amount of Dutch LC Outstandings; (x) tenth, to amounts due to Dutch Lenders in respect of Dutch Banking Services Obligations, ratably among such Dutch Lenders in proportion to the aggregate of all such amounts; (xi) eleventh, the amounts due to Designated Hedge Creditors under Designated Hedge Agreements subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (xii) twelfth, to the payment of all other Dutch Obligations of the Dutch Credit Parties owing under or in respect of the Loan Parties with respect to any FILO Tranche Documents that are then due and payable to the Administrative Agent, the Foreign Collateral Agent, each Dutch LC Issuer, the Dutch Swing Line Lender, the Lenders, Dutch Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Dutch Obligations owing to them on such date;; and (jxiii) finally, any remaining surplus after all of the Dutch Obligations have been paid in full, to the Borrower Dutch Borrowers or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion all expenses (to the extent not otherwise paid by the Borrower or any of the Obligations constituting Overadvance Loans payable to Guarantors) incurred by the Administrative Agent or and the Collateral AgentLenders in connection with the exercise of such remedies, including, without limitation, all reasonable costs and expenses of collection, reasonable attorneys’ fee and expenses, court costs and any foreclosure expenses; (bii) second, to the payment pro rata of that portion of interest then accrued on the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as suchoutstanding Loans; (ciii) third, to the payment pro rata of that portion any fees then accrued and payable to the Administrative Agent, any Issuing Bank or any Lender under this Agreement in respect of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche Loans or the Letters of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amountsCredit; (div) fourth, to the payment pro rata of that portion of (A) the Obligations constituting accrued and unpaid interest principal balance then owing on the Loans outstanding Loans, (including any Protective Advances other than any Loans under a FILO TrancheB) ratably among the Lenders in proportion to the aggregate of all such amounts; (e) fifth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and the amounts then due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and creditors of the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management AgreementsSubsidiary, subject to confirmation by the Administrative Agent that of any calculations of termination or other payment obligations are amounts being made in accordance with normal industry practice, and (C) the principal amount of the outstanding Letters of Credit (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (hv) eighthfifth, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.9, 2.10 and 2.11 of this Agreement, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rata; (vi) sixth, to the payment pro rata of all other Obligations (other than with respect to any FILO Tranche) of amounts owed by the Loan Parties owing under or in respect of the Loan Documents that are then due and payable Borrower to the Administrative Agent, the Collateral Agentto any Issuing Bank or any Lender under this Agreement or any other Loan Document, each LC Issuer, the Swing Line Lender, the Lenders, the and to any counterparties under Designated Hedge Creditors Agreements of the Borrower and the Cash Management Banksany Subsidiary, ratably based upon the respective aggregate and if such proceeds are insufficient to pay such amounts of all such Obligations owing to them on such date; (i) ninthin full, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate such amounts of all such Obligations owing to them on such date; (j) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.pro rata; and

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each the LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders and the LC Issuer in proportion to the aggregate of all such amounts, (including B) the amounts then owing to Designated Banking Services Creditors under Designated Banking Services Agreements subject to confirmation by the Administrative Agent that any Protective Advances calculations of other than any Loans under a FILO Tranche)payment obligations are being made in accordance with normal industry practice, Unpaid Drawings and (C) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the Administrative Agent for the benefit of the LC Issuer to Cash Collateralize the Stated Amount of outstanding Letters of Credit; (vi) sixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Banking Services Creditors and the Cash Management BanksDesignated Hedge Creditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; ; provided, however, that (iA) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due Guarantor, no proceeds of any guarantee made by such Guarantor and payable no proceeds of the Collateral of such Guarantor shall be applied to any Excluded Hedging Obligation of such Guarantor, and (B) after giving effect to clause (A), any remaining proceeds shall be reallocated in order to effect a ratable distribution among the Administrative AgentLenders, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Designated Banking Services Creditors and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;as described above; and (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents Documents, including all proceeds from each sale of, or other realization upon, all or any part of the Collateral by any Creditor after an Event of Default, shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to and the Collateral Agent in each case in its capacity their respective capacities as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, pro rata to the payment of (A) that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unreimbursed Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amountsamounts and (B) accrued and unpaid interest in respect of Bank Product Obligations and Designated Hedge Agreements; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche)and Unreimbursed Drawings, Unpaid Drawings and the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, Lenders and each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts, and (B) the amounts due to Bank Product Providers in respect of Bank Product Obligations and Designated Hedge Creditors under Designated Hedge Agreements; (fv) sixthfifth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (gvi) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (h) eighthsixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, and the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations (other than contingent obligations not yet accrued and payable and obligations and liabilities under Designated Hedge Agreements, Bank Product Obligations and Letters of Credit which have been, in each case, backstopped or Cash Collateralized in an amount equal to 103% of the aggregate LC Outstandings of all Lenders) have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.. Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor and (b) Bank Product Obligations and amounts due to Designated Hedge Creditors under Designated Hedge Agreements shall be excluded from the application described above if the Administrative Agent have not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the Bank Product Provider or the Designated Hedge Creditor, as the case may be. Each Bank Product Provider or Designated Xxxxx Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders and each LC Issuer in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the Administrative Agent for the benefit of each LC Issuer to Cash Collateralize the Stated Amount of outstanding Letters of Credit; (vi) sixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or other Secured Facility Parties through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion all expenses (to the extent not otherwise paid by the Borrower or any of the Obligations constituting Overadvance Loans payable to Guarantors) incurred by the Administrative Agent and the Lenders or other Secured Facility Parties in connection with the Collateral Agentexercise of such remedies, including, without limitation, all reasonable costs and expenses of collection, reasonable attorneys’ fee and expenses, court costs and any foreclosure expenses; (bii) second, to the payment pro rata of that portion of interest then accrued on the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as suchoutstanding Loans; (ciii) third, to the payment pro rata of that portion of the Obligations constituting fees, indemnities any fees and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed expenses paid under item (i) above) then accrued and payable to the Administrative Agent, the Issuing Bank or any Lender with under this Agreement in respect to any FILO Tranche of Loans) payable to each Lender the Loans or each LC Issuer, ratably among them in proportion to the aggregate Letters of all such amountsCredit; (div) fourth, to the payment pro rata of that portion of (A) the Obligations constituting accrued and unpaid interest principal balance then owing on the Loans outstanding Loans, (including B) any Protective Advances other than any Loans under a FILO Trancheunreimbursed LC Disbursements, (C) ratably among the Lenders in proportion to the aggregate of all such amounts; (e) fifth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and the amounts then due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and creditors of the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management AgreementsSubsidiary, subject to confirmation by the Administrative Agent that of any calculations of termination or other payment obligations are amounts being made in accordance with normal industry practice, (D) the amounts then due under Secured Other Facilities Obligations and (E) the principal amount of the outstanding Letters of Credit (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (hv) eighthfifth, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.9, 2.10 and 2.11 of this Agreement, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rata; (vi) sixth, to the payment pro rata of all other Obligations (other than with respect to any FILO Tranche) of amounts owed by the Loan Parties owing under or in respect of the Loan Documents that are then due and payable Borrower to the Administrative Agent, the Collateral Agentto any Issuing Bank or any Lender under this Agreement or any other Loan Document, each LC Issuer, the Swing Line Lender, the Lenders, the to any counterparties under Designated Hedge Creditors Agreements of the Borrower and the Cash Management Banksany Subsidiary, ratably based upon the respective aggregate and to any Secured Facility Parties in respect of Secured Other Facilities Obligations, and if such proceeds are insufficient to pay such amounts of all such Obligations owing to them on such date; (i) ninthin full, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate such amounts of all such Obligations owing to them on such date; (j) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.pro rata; and

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as suchsuch or the Issuing Bank; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC IssuerLender, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) Loans, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the aggregate of all such amounts, (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice, and (C) the amounts due in respect of Banking Services Obligations; (hv) eighthfifth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC IssuerIssuing Bank, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvi) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or other Secured Facility Parties through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion all expenses (to the extent not otherwise paid by any Borrower or any of the Obligations constituting Overadvance Loans payable to Guarantors) incurred by the Administrative Agent and the Lenders or other Secured Facility Parties in connection with the Collateral Agentexercise of such remedies, including, without limitation, all reasonable costs and expenses of collection, reasonable attorneys’ fee and expenses, court costs and any foreclosure expenses; (bii) second, to the payment pro rata of that portion of interest then accrued on the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as suchoutstanding Loans; (ciii) third, to the payment pro rata of that portion of the Obligations constituting fees, indemnities any fees and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed expenses paid under item (i) above) then accrued and payable to the Administrative Agent, the Issuing Bank or any Lender with under this Agreement in respect to any FILO Tranche of Loans) payable to each Lender the Loans or each LC Issuer, ratably among them in proportion to the aggregate Letters of all such amountsCredit; (div) fourth, to the payment pro rata of that portion of (A) the Obligations constituting accrued and unpaid interest principal balance then owing on the Loans outstanding Loans, (including B) any Protective Advances other than any Loans under a FILO Trancheunreimbursed LC Disbursements, (C) ratably among the Lenders in proportion to the aggregate of all such amounts; (e) fifth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and the amounts then due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to creditors of any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management AgreementsSubsidiary, subject to confirmation by the Administrative Agent that of any calculations of termination or other payment obligations are amounts being made in accordance with normal industry practice, (D) the amounts then due under Secured Other Facilities Obligations and (E) the principal amount of the outstanding Letters of Credit (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (hv) eighthfifth, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.9, 2.10 and 2.11 of this Agreement, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rata; (vi) sixth, to the payment pro rata of all other Obligations (other than with respect to any FILO Tranche) of amounts owed by the Loan Parties owing under or in respect of the Loan Documents that are then due and payable Borrowers to the Administrative Agent, the Collateral Agentto any Issuing Bank or any Lender under this Agreement or any other Loan Document, each LC Issuer, the Swing Line Lender, the Lenders, the to any counterparties under Designated Hedge Creditors Agreements of the Borrower and the Cash Management Banksany Subsidiary, ratably based upon the respective aggregate and to any Secured Facility Parties in respect of Secured Other Facilities Obligations, and if such proceeds are insufficient to pay such amounts of all such Obligations owing to them on such date; (i) ninthin full, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate such amounts of all such Obligations owing to them on such date; (j) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.pro rata; and

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III‎III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans‎III) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders and each LC Issuer in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any and Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amountsBanking Services Obligations; (fv) sixthfifth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize Cash Collateralize the Stated Amount of outstanding Letters of Credit; (gvi) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (h) eighthsixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations (other than contingent obligations for which no claim has been made) have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion all expenses (to the extent not otherwise paid by the Borrower or any of the Obligations constituting Overadvance Loans payable to Guarantors) incurred by the Administrative Agent or and the Collateral AgentLenders in connection with the exercise of such remedies, including, without limitation, all reasonable costs and expenses of collection, reasonable attorneys’ fee and expenses, court costs and any foreclosure expenses; (bii) second, to the payment pro rata of that portion of interest then accrued on the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as suchoutstanding Loans; (ciii) third, to the payment pro rata of that portion of the Obligations constituting fees, indemnities any fees and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed expenses paid under item (i) above) then accrued and payable to the Agent, any Issuing Bank or any Lender with under this Agreement in respect to any FILO Tranche of Loans) payable to each Lender the Loans or each LC Issuer, ratably among them in proportion to the aggregate Letters of all such amountsCredit; (div) fourth, to the payment pro rata of that portion of (A) the Obligations constituting accrued and unpaid interest principal balance then owing on the Loans outstanding Loans, (including any Protective Advances other than any Loans under a FILO TrancheB) ratably among the Lenders in proportion to the aggregate of all such amounts; (e) fifth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and the amounts then due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and creditors of the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) any Subsidiary, subject to confirmation by the Administrative Agent that of any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice, (C) the principal amount of the outstanding Letters of Credit (to be held and applied by the Agent as security for the reimbursement obligations in respect thereof) and (D) the unreimbursed amount of any LC Disbursements including drawings on the IRB Letters of Credit and the Existing Letter of Credit; (hv) eighthfifth, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.9, 2.10 and 2.11 of this Agreement, and if such proceeds are insufficient to pay such amounts in full, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate such amounts of all such Obligations owing to them on such datepro rata; (ivi) ninthsixth, to the payment pro rata of all other amounts owed by the Borrower to the Agent, to any Issuing Bank or any Lender under this Agreement or any other Loan Document, and to any counterparties under Designated Hedge Agreements of the Borrower and any Subsidiary, and if such proceeds are insufficient to pay such amounts in full, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate such amounts of all such Obligations owing to them on such date; (j) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.pro rata; and

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC IssuerLender, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) Loans, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or 77 in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvi) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.. THE ADMINISTRATIVE AGENT

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative each Agent or to the Collateral Agent in each case in its capacity as such, ratably among them in proportion to the aggregate of all such amounts; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders and each LC Issuer in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (vi) sixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral any Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower Borrowers or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by applicable law, be applied as follows (in each case case, subject to the terms of the ABL/Bond any Customary Intercreditor AgreementAgreement which is then in effect): (a) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cb) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (dc) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (ed) fifthfourth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche)Loans, Unpaid Drawings and Drawings, the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) amounts due to Cash Management Banks under Cash Management Agreements subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and Issuer, the Designated Hedge Creditors and the Cash Management Banks in proportion to the aggregate of all such amounts; (fe) sixthfifth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (gf) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (h) eighthsixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and Table of Contents (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jg) finally, any remaining surplus after all of the Obligations have been paid in full, to the Parent Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III‎III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans‎III) payable to each Lender or each the LC IssuerIssuers, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders and the LC Issuers in proportion to the aggregate of all such amounts, (including B) the amounts then owing to Designated Banking Services Creditors under Designated Banking Services Agreements subject to confirmation by the Administrative Agent that any Protective Advances calculations of other than any Loans under a FILO Tranche)payment obligations are being made in accordance with normal industry practice, Unpaid Drawings and (C) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the Administrative Agent for the benefit of the LC Issuers to Cash Collateralize the Stated Amount of outstanding Letters of Credit; (vi) sixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC IssuerIssuers, the Swing Line Swingline Lender, the Lenders, the Designated Hedge Banking Services Creditors and the Cash Management BanksDesignated Hedge Creditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; ; provided, however, that (iA) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due Guarantor, no proceeds of any guarantee made by such Guarantor and payable to the Administrative Agent, no proceeds of the Collateral Agentof such Guarantor shall be applied to any Excluded Hedging Obligation of such Guarantor, each LC Issuerand (B) after giving effect to clause (A), the Swing Line Lender, any remaining proceeds shall be reallocated in order to effect a ratable distribution among the Lenders, the LC Issuers, the Designated Hedge Banking Services Creditors and the Cash Management BanksDesignated Hedge Creditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;as described above; and (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article IIISection 3) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of LoansSection 3) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts;: (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche)and Unpaid Drawings, Unpaid Drawings and the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, Lenders and each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; , and (fB) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks (1) Lenders and their Affiliates in respect of Banking Services Obligations and (2) Designated Hedge Creditors under Cash Management Agreements, Designated Hedge Agreements subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (vi) sixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, Lenders and their Affiliates in respect of Banking Services Obligations ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders and each LC Issuer in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any and Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amountsBanking Services Obligations; (fv) sixthfifth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize Cash Collateralize the Stated Amount of outstanding Letters of Credit; (gvi) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (h) eighthsixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations (other than contingent obligations for which no claim has been made) have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders and each LC Issuer in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (vi) sixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations (other than amounts in respect of indemnification, expense reimbursement, yield protection or tax gross-up and contingent obligations, in each case that are owing and with respect to which not claim has been made) have been paid in full, to the Borrower Borrowers or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as suchLender; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) ratably among the Lenders in proportion and Unpaid Drawings with respect to the aggregate Letters of all such amountsCredit; (eiv) fifthfourth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche)and Unpaid Drawings, Unpaid Drawings and the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, Lender and each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (fv) sixthfifth, to the Administrative Agent Lender for the benefit of each LC Issuer to cash collateralize Cash Collateralize 105% of the Stated Amount amount of outstanding Letters of Creditthe LC Outstandings; (gvi) sixth, to amounts due to the Lender in respect of Banking Services Obligations; (vii) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks Designated Hedge Creditors under Cash Management Agreements, Designated Hedge Agreements subject to confirmation by the Administrative Agent Lender that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hviii) eighth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral AgentLender, each LC Issuer, the Swing Line Lender, the Lenders, Issuer and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jix) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion all expenses (to the extent not otherwise paid by the Borrower or any of the Obligations constituting Overadvance Loans payable to other Loan Parties) incurred by the Administrative Agent or and the Collateral AgentLenders in connection with the exercise of such remedies, including, without limitation, all reasonable costs and expenses of collection, reasonable documented attorneys’ fees, court costs and any foreclosure expenses; (bii) second, to the payment pro rata of that portion of interest then accrued on the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as suchoutstanding Loans; (ciii) third, to the payment pro rata of that portion any fees then accrued and payable to the Administrative Agent, any LC Issuer or any Lender under this Agreement in respect of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender Loans or each the LC Issuer, ratably among them in proportion to the aggregate of all such amountsOutstandings; (div) fourth, to the payment pro rata of that portion of (A) the Obligations constituting accrued and unpaid interest principal balance then owing on the Loans outstanding Loans, (including any Protective Advances other than any Loans under a FILO TrancheB) ratably among the Lenders in proportion to the aggregate of all such amounts; (e) fifth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and the amounts then due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion creditors of the Obligations constituting amounts due to Cash Management Banks under Cash Management AgreementsBorrowers or any Subsidiary, subject to confirmation by the Administrative Agent that of any calculations of termination or other payment obligations are amounts being made in accordance with normal industry practice, and (C) the Stated Amount of the LC Outstandings (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (hv) eighthfifth, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 3.01, 3.02, 3.03 and 3.04 hereof, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rata; (vi) sixth, to the payment pro rata of all other Obligations (other than with respect to any FILO Tranche) of amounts owed by the Loan Parties owing under or in respect of the Loan Documents that are then due and payable Borrower to the Administrative Agent, the Collateral Agentto any LC Issuer or any Lender under this Agreement or any other Loan Document, each LC Issuer, the Swing Line Lender, the Lenders, the and to any counterparties under Designated Hedge Creditors Agreements of the Borrowers and the Cash Management Bankstheir Subsidiaries, ratably based upon the respective aggregate and if such proceeds are insufficient to pay such amounts of all such Obligations owing to them on such date; (i) ninthin full, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate such amounts of all such Obligations owing to them on such date;pro rata; and (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower Borrowers or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through After the exercise of remedies hereunder provided for in Section 9.02 (or under after the other Loan Documents Loans have automatically become immediately due and payable and the LC Outstandings have automatically been required to be Cash Collateralized as set forth in the proviso to Section 9.02), any amounts received on account of the Obligations shall, unless otherwise required by applicable lawsubject to the provisions of Sections 2.15 and 2.16, be applied as follows (by the Administrative Agent in each case subject to the terms of the ABL/Bond Intercreditor Agreement):following order: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent or the Collateral Agentin its capacity as such; (bii) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees other than principal, interest and amounts due under Article IIILC Fees) payable to the Administrative Agent or Lenders and the LC Issuer (including fees, charges and disbursements of counsel to the Collateral Agent in each case in its capacity as such; (c) third, to respective Lenders and the payment of that portion of LC Issuer arising under the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 Loan Documents and amounts due payable under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amountsrespective amounts described in this clause second payable to them; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid LC Fees and interest on the Loans (including any Protective Advances and Unreimbursed Drawings with respect to Letters of Credit and other than any Loans Obligations arising under a FILO Tranche) the Loan Documents, ratably among the Lenders and the LC Issuer in proportion to the aggregate of all such amountsrespective amounts described in this clause third payable to them; (eiv) fifthfourth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche)Loans, Unpaid Unreimbursed Drawings and the amounts due to Designated Hedge Creditors Obligations then owing under Designated Secured Hedge Agreements (with respect to any Designated Hedge and Secured Cash Management Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each the LC Issuer Issuer, the Hedge Banks and the Designated Hedge Creditors Cash Management Banks in proportion to the aggregate of all such amountsrespective amounts described in this clause fourth held by them; (fv) sixthfifth, to the Administrative Agent Agent, for the benefit account of each the LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management BanksIssuer, to the payment Cash Collateralize one hundred five percent (105%) of that portion of the Obligations constituting amounts due of the LC Outstandings comprised of the aggregate undrawn amount of Letters of Credit (to the extent not otherwise Cash Management Banks under Cash Management Agreements, subject to confirmation Collateralized by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practiceBorrower pursuant to Sections 2.05 and 2.16); (hvi) eighthsixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, Issuer and the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Law. Subject to whomsoever Sections 2.05 and 2.16, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause fifth above shall be lawfully entitled theretoapplied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. 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 Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section 9.03. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion all expenses (to the extent not otherwise paid by the Borrower or any of the Obligations constituting Overadvance Loans payable to Guarantors) incurred by the Administrative Agent or and the Collateral AgentLenders in connection with the exercise of such remedies, including, without limitation, all reasonable costs and expenses of collection, reasonable attorneys’ fee and expenses, court costs and any foreclosure expenses; (bii) second, to the payment pro rata of that portion of interest then accrued on the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as suchoutstanding Loans; (ciii) third, to the payment pro rata of that portion any fees then accrued and payable to the Agent, any Issuing Bank or any Lender under this Agreement in respect of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche Loans or the Letters of Loans) payable to each Lender Credit or each LC Issuer, ratably among them in proportion to the aggregate IRB Letters of all such amountsCredit; (div) fourth, to the payment pro rata of that portion of (A) the Obligations constituting accrued and unpaid interest principal balance then owing on the Loans outstanding Loans, (including any Protective Advances other than any Loans under a FILO TrancheB) ratably among the Lenders in proportion to the aggregate of all such amounts; (e) fifth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and the amounts then due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and creditors of the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) any Subsidiary, subject to confirmation by the Administrative Agent that of any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice, (C) the principal amount of the outstanding Letters of Credit and IRB Letters of Credit (to be held and applied by the Agent as security for the reimbursement obligations in respect thereof) and (D) the unreimbursed amount of any LC Disbursements and of any drawings on the IRB Letters of Credit; (hv) eighthfifth, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.9, 2.10 and 2.11 of this Agreement, and if such proceeds are insufficient to pay such amounts in full, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate such amounts of all such Obligations owing to them on such datepro rata; (ivi) ninthsixth, to the payment pro rata of all other amounts owed by the Borrower to the Agent, to any Issuing Bank or any Lender under this Agreement or any other Loan Document, and to any counterparties under Designated Hedge Agreements of the Borrower and any Subsidiary, and if such proceeds are insufficient to pay such amounts in full, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate such amounts of all such Obligations owing to them on such date; (j) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.pro rata; and

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or other Secured Facility Parties through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion all expenses (to the extent not otherwise paid by any Borrower or any of the Obligations constituting Overadvance Loans payable to Guarantors) incurred by the Administrative Agent and the Lenders or other Secured Facility Parties in connection with the Collateral Agentexercise of such remedies, including, without limitation, all reasonable costs and expenses of collection, reasonable attorneys’ fee and expenses, court costs and any foreclosure expenses; (bii) second, to the payment pro rata of that portion of interest then accrued on the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as suchoutstanding Loans; (ciii) third, to the payment pro rata of that portion of the Obligations constituting fees, indemnities any fees and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed expenses paid under item (i) above) then accrued and payable to the Administrative Agent, the Issuing Bank or any Lender with under this Agreement in respect to any FILO Tranche of Loans) payable to each Lender the Loans or each LC Issuer, ratably among them in proportion to the aggregate Letters of all such amountsCredit; (div) fourth, to the payment pro rata of that portion of (A) the Obligations constituting accrued and unpaid interest principal balance then owing on the Loans outstanding Loans, (including B) any Protective Advances other than any Loans under unreimbursed LC Disbursements and unreimbursed payments made by a FILO TrancheDesignated LC Lender pursuant to Designated Letters of Credit, (C) ratably among the Lenders in proportion to the aggregate of all such amounts; (e) fifth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and the amounts then due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to creditors of any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management AgreementsSubsidiary, subject to confirmation by the Administrative Agent that of any calculations of termination or other payment obligations are amounts being made in accordance with normal industry practice, (D) the amounts then due under Secured Other Facilities Obligations and (E) the principal amount of the outstanding Letters of Credit (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof) and the principal amount of the outstanding Designated Letters of Credit; (hv) eighthfifth, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.9, 2.10 and 2.11 of this Agreement, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rata; (vi) sixth, to the payment pro rata of all other Obligations (other than with respect to any FILO Tranche) of amounts owed by the Loan Parties owing under or in respect of the Loan Documents that are then due and payable Borrowers to the Administrative Agent, to any Issuing Bank or any Lender under this Agreement or any other Loan Document, to any counterparties under Designated Hedge Agreements of the Collateral AgentBorrower and any Subsidiary, each to any Secured Facility Parties in respect of Secured Other Facilities Obligations, and to any Designated LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate if such proceeds are insufficient to pay such amounts of all such Obligations owing to them on such date; (i) ninthin full, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate such amounts of all such Obligations owing to them on such date; (j) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.pro rata; and

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion all expenses (to the extent not otherwise paid by the Borrowers or any of the Obligations constituting Overadvance Loans payable to other Loan Parties) incurred by the Administrative Agent or and the Collateral AgentLenders in connection with the exercise of such remedies, including, without limitation, all reasonable costs and expenses of collection, reasonable documented attorneys’ fees, court costs and any foreclosure expenses; (bii) second, to the payment pro rata of that portion of interest then accrued on the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as suchoutstanding Loans; (ciii) third, to the payment pro rata of that portion any fees then accrued and payable to the Administrative Agent, any LC Issuer or any Lender under this Agreement in respect of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender Loans or each the LC Issuer, ratably among them in proportion to the aggregate of all such amountsOutstandings; (div) fourth, to the payment pro rata of that portion of (A) the Obligations constituting accrued and unpaid interest principal balance then owing on the Loans outstanding Loans, (including any Protective Advances other than any Loans under a FILO TrancheB) ratably among the Lenders in proportion to the aggregate of all such amounts; (e) fifth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and the amounts then due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion creditors of the Obligations constituting amounts due to Cash Management Banks under Cash Management AgreementsBorrowers or any Subsidiary, subject to confirmation by the Administrative Agent that of any calculations of termination or other payment obligations are amounts being made in accordance with normal industry practice, and (C) the Stated Amount of the LC Outstandings (to be held and applied by the Administrative Agent as security for the reimbursement obligations in respect thereof); (hv) eighthfifth, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 3.01, 3.02, 3.03 and 3.04 hereof, and if such proceeds are insufficient to pay such amounts in full, to the payment of such amounts pro rata; (vi) sixth, to the payment pro rata of all other Obligations (other than with respect to any FILO Tranche) of amounts owed by the Loan Parties owing under or in respect of the Loan Documents that are then due and payable Borrower to the Administrative Agent, the Collateral Agentto any LC Issuer or any Lender under this Agreement or any other Loan Document, each LC Issuer, the Swing Line Lender, the Lenders, the and to any counterparties under Designated Hedge Creditors Agreements of the Borrowers and the Cash Management Bankstheir Subsidiaries, ratably based upon the respective aggregate and if such proceeds are insufficient to pay such amounts of all such Obligations owing to them on such date; (i) ninthin full, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate such amounts of all such Obligations owing to them on such date;pro rata; and (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower Borrowers or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ ' fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ ' fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders and each LC Issuer in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (vi) sixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article IIISection 3) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of LoansSection 3) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts;: (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders and each LC Issuer in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (vi) sixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders and each LC Issuer in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (vi) sixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Parties Borrower and its Subsidiaries owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders and each LC Issuer in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the Administrative Agent for the benefit of each LC Issuer to Cash Collateralize the Stated Amount of outstanding Letters of Credit; (vi) sixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents or Designated Hedge Agreements that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each the LC IssuerIssuers, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders and the LC Issuers in proportion to the aggregate of all such amounts, (including B) the amounts then owing to Designated Banking Services Creditors under Designated Banking Services Agreements subject to confirmation by the 98 Administrative Agent that any Protective Advances calculations of other than any Loans under a FILO Tranche)payment obligations are being made in accordance with normal industry practice, Unpaid Drawings and (C) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the Administrative Agent for the benefit of the LC Issuers to Cash Collateralize the Stated Amount of outstanding Letters of Credit; (vi) sixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC IssuerIssuers, the Swing Line Swingline Lender, the Lenders, the Designated Hedge Banking Services Creditors and the Cash Management BanksDesignated Hedge Creditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; ; provided, however, that (iA) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due Guarantor, no proceeds of any guarantee made by such Guarantor and payable to the Administrative Agent, no proceeds of the Collateral Agentof such Guarantor shall be applied to any Excluded Hedging Obligation of such Guarantor, each LC Issuerand (B) after giving effect to clause (A), the Swing Line Lender, any remaining proceeds shall be reallocated in order to effect a ratable distribution among the Lenders, the LC Issuers, the Designated Hedge Banking Services Creditors and the Cash Management BanksDesignated Hedge Creditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;as described above; and (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement): follows: ▪ (a) first, to the payment of that portion of the Secured Obligations constituting Overadvance Loans fees, indemnities, expenses and other amounts (other than principal and interest) payable to the Administrative Agent or the Collateral Agentin its capacity as such; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and indemnities, expenses and other amounts (including attorneys’ fees other than principal and amounts due under Article IIIinterest) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; Lenders (c) third, to the payment of that portion of the Obligations constituting including fees, indemnities disbursements and expenses (including attorneys’ fees other charges of counsel payable under Section 11.01 and amounts due this Agreement) arising under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuerthe Loan Documents, ratably among them in proportion to the aggregate of all such amounts; respective amounts described in this clause (db) fourthheld by them; ▪ (c) third, to the payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) Loans, ratably among the Lenders in proportion to the aggregate of all such amounts; respective amounts described in this clause (ec) fifthheld by them; ▪ (d) fourth, pro rata to the payment of that portion of the Secured Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche)Loans, Unpaid Drawings and the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors Lenders in proportion to the aggregate of all such amounts; respective amounts described in this clause (fd) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; held by them; ▪ (ge) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (h) eighthfifth, to the payment of all other Secured Obligations (other than with respect to any FILO Tranche) of the Loan Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors Agent and the Cash Management Banksother Secured Parties, ratably based upon the respective aggregate amounts of all such Secured Obligations then owing to them on such date; (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors Agent and the Cash Management Banksother Secured Parties; and ▪ (f) last, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (j) finally, any remaining surplus after all of the Secured Obligations have been paid in fullfull (other than contingent indemnification obligations not yet due and owing), to the Borrower Borrowers or as otherwise required by Law. • It is understood and agreed by each Loan Party and each Secured Party that the Agent shall have no liability for any determinations made by it in this Section 7.4, in each case except to whomsoever the extent resulting from the gross negligence or willful misconduct of the Agent (as determined by a court of competent jurisdiction in a final and non-appealable decision). Each Loan Party and each Secured Party also agrees that the Agent may (but shall not be required to), at any time and in its sole discretion, and with no liability resulting therefrom, petition a court of competent jurisdiction regarding any application of Collateral and other amounts in accordance with the requirements hereof, and the Agent shall be lawfully entitled theretoto wait for, and may conclusively rely on, any such determination.

Application of Certain Payments and Proceeds. (a) All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents from any U.S. Credit Party and all proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral pledged by the U.S. Credit Parties shall, unless otherwise required by the terms of the other relevant Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche)and Unpaid Drawings, Unpaid Drawings and the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, Lenders and each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; , (fB) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks Secured Hedge Providers under Cash Management Agreements, Secured Hedge Agreements subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice, (C) the amounts due to Cash Management Banks under Secured Cash Management Agreements and (D) to the Administrative Agent for the benefit of each LC Issuer to Cash Collateralize the Stated Amount of outstanding Letters of Credit; (hv) eighthfifth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents Documents, Secured Hedge Agreements and Cash Management Banks that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management BanksSecured Creditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvi) finally, any remaining surplus after all of the Obligations have been paid in full, to the U.S. Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement): (a) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (c) third, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (d) fourth, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) ratably among the Lenders in proportion to the aggregate of all such amounts; (e) fifth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (h) eighth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (i) (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (j) finally(j) finally , any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, subject to the provisions of Sections 2.15(d), unless otherwise required by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):in (a) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cb) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender (including, the Swing Line Lender) or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (dc) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (ed) fifthfourth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche)Loans, Unpaid Drawings and Drawings, the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) amounts due to Cash Management Banks under Cash Management Agreements subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and Issuer, the Designated Hedge Creditors and the Cash Management Banks in proportion to the aggregate of all such amounts; (fe) sixthfifth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize Cash Collateralize the Stated Amount of outstanding Letters of Credit; (gf) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (h) eighthsixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jg) finally, any remaining surplus after all of the Obligations have been paid in full, to the Parent Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion all expenses (to the extent not otherwise paid by the Borrower or any of the Obligations constituting Overadvance Loans payable to Guarantors) incurred by the Administrative Agent or and the Collateral AgentLenders in connection with the exercise of such remedies, including, without limitation, all reasonable costs and expenses of collection, reasonable attorneys’ fee and expenses, court costs and any foreclosure expenses; (bii) second, to the payment pro rata of that portion of interest then accrued on the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as suchoutstanding Loans; (ciii) third, to the payment pro rata of that portion any fees then accrued and payable to the Agent, any Issuing Bank or any Lender under this Agreement in respect of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche Loans or the Letters of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amountsCredit; (div) fourth, to the payment pro rata of that portion of (A) the Obligations constituting accrued and unpaid interest principal balance then owing on the Loans outstanding Loans, (including any Protective Advances other than any Loans under a FILO TrancheB) ratably among the Lenders in proportion to the aggregate of all such amounts; (e) fifth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and the amounts then due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and creditors of the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) any Subsidiary, subject to confirmation by the Administrative Agent that of any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice, (C) the principal amount of the outstanding Letters of Credit (to be held and applied by the Agent as security for the reimbursement obligations in respect thereof) and (D) the unreimbursed amount of any LC Disbursements including drawings on the IRB Letters of Credit and the Existing Letter of Credit; (hv) eighthfifth, to the payment to the Lenders of any amounts then accrued and unpaid under Sections 2.9, 2.10 and 2.11 of this Agreement, and if such proceeds are insufficient to pay such amounts in full, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate such amounts of all such Obligations owing to them on such datepro rata; (ivi) ninthsixth, to the payment pro rata of all other amounts owed by the Borrower to the Agent, to any Issuing Bank or any Lender under this Agreement or any other Loan Document, and to any counterparties under Designated Hedge Agreements of the Borrower and any Subsidiary, and if such proceeds are insufficient to pay such amounts in full, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate such amounts of all such Obligations owing to them on such date; (j) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.pro rata; and

Application of Certain Payments and Proceeds. (a) All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents from any U.S. Credit Party and all proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral pledged by the U.S. Credit Parties shall, unless otherwise required by the terms of the other relevant Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche)and Unpaid Drawings, Unpaid Drawings and the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, Lenders and each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; , (fB) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks Secured Hedge Providers under Cash Management Agreements, Secured Hedge Agreements subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice, (C) the amounts due to Cash Management Banks under Secured Cash Management Agreements and (D) to the Administrative Agent for the benefit of each LC Issuer to Cash Collateralize the Stated Amount of outstanding Letters of Credit; (hv) eighthfifth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents Documents, Secured Hedge Agreements and Cash Management Banks that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management BanksSecured Creditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvi) finally, any remaining surplus after all of the Obligations have been paid in full, to the U.S. Borrower or to whomsoever shall be lawfully entitled thereto. (b) All payments and other amounts received by the Administrative Agent or any Lender through the exercise of remedies hereunder or under the other relevant Loan Documents from any Non-U.S. EMEA Credit Party and all proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the EMEA Facility Collateral pledged by the Non-U.S. EMEA Credit Parties shall, unless otherwise required by the terms of the other relevant Loan Documents or by applicable law, be applied as follows: (i) first, to the payment of that portion of the Non-U.S. EMEA Credit Party Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent in its capacity as such; (ii) second, to the payment of that portion of the Non-U.S. EMEA Credit Party Obligations constituting fees, indemnities and expenses (including attorneys’ fees and amounts due under Article III) payable to each Lender, ratably among them in proportion to the aggregate of all such amounts; (iii) third, to the payment of that portion of the Non-U.S. EMEA Credit Party Obligations constituting accrued and unpaid interest on the EMEA Term Loan, ratably among the Lenders in proportion to the aggregate of all such amounts; (iv) fourth, pro rata to the payment of (A) that portion of the Non-U.S. EMEA Credit Party Obligations constituting unpaid principal of the EMEA Term Loans, ratably among the Lenders in proportion to the aggregate of all such amounts, (B) the amounts due to Secured Hedge Providers by Non-U.S. EMEA Credit Parties under Secured Hedge Agreements subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice, and (C) the amounts due to Cash Management Banks by Non-U.S. EMEA Credit Parties under Secured Cash Management Agreements; (v) fifth, to the payment of all other Non-U.S. EMEA Credit Party Obligations of the Non-U.S. EMEA Credit Parties owing under or in respect of the Loan Documents, Secured Hedge Agreements and Cash Management Banks that are then due and payable to the Secured Creditors, ratably based upon the respective aggregate amounts of all such Non-U.S. EMEA Credit Party Obligations owing to them by Non-U.S. EMEA Credit Parties on such date; and (vi) finally, any remaining surplus after all of the Non-U.S. EMEA Credit Party Obligations have been paid in full, to the EMEA Borrower or to whomsoever shall be lawfully entitled thereto. Notwithstanding the foregoing, consistent with Section 2.22, (i) no Non-U.S. EMEA Credit Party shall be liable to pay or otherwise be liable, in whole or in part, for principal, interest, fees and other obligations of the U.S. Borrower or any U.S. Credit Party (including all U.S. Obligations) as a result of the exercise of remedies by the Administrative Agent or any Lender under this Section 8.03 or otherwise and (ii) no proceeds of Collateral of any Non-U.S. EMEA Credit Party shall be applied to the obligations of the U.S. Borrower or any U.S. Credit Party (including any U.S. Obligations). The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may reasonably request in writing, from the applicable Cash Management Bank or Hedge Bank, as the case may be.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders and each LC Issuer in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the Administrative Agent for the benefit of each LC Issuer to Cash Collateralize the Stated Amount of outstanding Letters of Credit; (vi) sixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower Borrowers or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. (a) All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents from any U.S. Credit Party and all proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral pledged by the U.S. Credit Parties shall, unless otherwise required by the terms of the other relevant Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche)and Unpaid Drawings, Unpaid Drawings and the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, Lenders and each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; , (fB) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks Secured Hedge Providers under Cash Management Agreements, Secured Hedge Agreements subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice, (C) the amounts due to Cash Management Banks under Secured Cash Management Agreements and (D) to the Administrative Agent for the benefit of each LC Issuer to Cash Collateralize the Stated Amount of outstanding Letters of Credit; (hv) eighthfifth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents Documents, Secured Hedge Agreements and Cash Management Banks that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management BanksSecured Creditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvi) finally, any remaining surplus after all of the Obligations have been paid in full, to the U.S. Borrower or to whomsoever shall be lawfully entitled thereto. (b) All payments and other amounts received by the Administrative Agent or any Lender through the exercise of remedies hereunder or under the other relevant Loan Documents from any Non-U.S. EMEA Credit Party and all proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the EMEA Facility Collateral pledged by the Non-U.S. EMEA Credit Parties shall, unless otherwise required by the terms of the other relevant Loan Documents or by applicable law, be applied as follows: (i) first, to the payment of that portion of the Non-U.S. EMEA Credit Party Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent in its capacity as such; (ii) second, to the payment of that portion of the Non-U.S. EMEA Credit Party Obligations constituting fees, indemnities and expenses (including attorneys’ fees and amounts due under Article III) payable to each Lender, ratably among them in proportion to the aggregate of all such amounts; (iii) third, to the payment of that portion of the Non-U.S. EMEA Credit Party Obligations constituting accrued and unpaid interest on the EMEA Term Loan, ratably among the Lenders in proportion to the aggregate of all such amounts; (iv) fourth, pro rata to the payment of (A) that portion of the Non-U.S. EMEA Credit Party Obligations constituting unpaid principal of the EMEA Term Loans, ratably among the Lenders in proportion to the aggregate of all such amounts, (B) the amounts due to Secured Hedge Providers by Non-U.S. EMEA Credit Parties under Secured Hedge Agreements subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice, and (C) the amounts due to Cash Management Banks by Non-U.S. EMEA Credit Parties under Secured Cash Management Agreements; (v) fifth, to the payment of all other Non-U.S. EMEA Credit Party Obligations of the Non-U.S. EMEA Credit Parties owing under or in respect of the Loan Documents, Secured Hedge Agreements and Cash Management Banks that are then due and payable to the Secured Creditors, ratably based upon the respective aggregate amounts of all such Non-U.S. EMEA Credit Party Obligations owing to them by Non-U.S. EMEA Credit Parties on such date; and (vi) finally, any remaining surplus after all of the Non-U.S. EMEA Credit Party Obligations have been paid in full, to the EMEA Borrower or to whomsoever shall be lawfully entitled thereto. Notwithstanding the foregoing, consistent with Section 2.22, (i) no Non-U.S. EMEA Credit Party shall be liable to pay or otherwise be liable, in whole or in part, for principal, interest, fees and other obligations of the U.S. Borrower or any U.S. Credit Party (including all U.S. Obligations) as a result of the exercise of remedies by the Administrative Agent or any Lender under this Section 8.03 or otherwise and (ii) no proceeds of Collateral of any Non-U.S. EMEA Credit Party shall be applied to the obligations of the U.S. Borrower or any U.S. Credit Party (including any U.S. Obligations). The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may reasonably request in writing, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Notwithstanding anything to the contrary in this Agreement or any other Loan Document it is understood and agreed that if the Obligations are accelerated as a result of the occurrence and continuance of any Event of Default (including by operation of law or otherwise), the prepayment premium set forth in Section 2.13(g) (the “Prepayment Premium”) determined as of the date of acceleration will also be due and payable and will be treated and deemed as though the 2020 EMEA Term Loans were prepaid as of such date and shall constitute part of the Obligations for all purposes herein. Any Prepayment Premium payable pursuant to Section 2.13(g) shall be presumed to be equal to the liquidated damages sustained by the 2020 EMEA Term Lenders as the result of the occurrence of the 2020 EMEA Prepayment Event, and the EMEA Borrower agrees that it is reasonable under the circumstances currently existing. The Prepayment Premium, if any, shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE EMEA BORROWER HEREBY EXPRESSLY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREPAYMENT PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The EMEA Borrower expressly agrees that (A) the Prepayment Premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel, (B) the Prepayment Premium shall be payable notwithstanding the then prevailing market rates at the time payment is made, (C) there has been a course of conduct between 2020 EMEA Term Lenders and the EMEA Borrower giving specific consideration in this transaction for such agreement to pay the Prepayment Premium, (D) the EMEA Borrower shall be estopped hereafter from claiming differently than as agreed to in this paragraph, (E) its agreement to pay the Prepayment Premium is a material inducement to the 2020 EMEA Term Lenders, (F) the Prepayment Premium represents a good faith, reasonable estimate of liquidated damages (including without limitation a calculation of the lost profits or other damages, and are a proportionate quantification of the actual loss of the anticipated stream of interest payments upon an early prepayment or acceleration of the 2020 EMEA Term Loans) of the 2020 EMEA Term Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the 2020 EMEA Term Lenders or profits lost by the 2020 EMEA Term Lenders as a result of such 2020 EMEA Prepayment Event for various reasons (including, without limitation, because such damages would depend on, among other things, (1) when the 2020 EMEA Term Lenders might otherwise be repaid and (2) future changes in interest rates which are not readily ascertainable on the Amendment No. 2 Effective Date), (G) to the extent it becomes due and payable in accordance with the terms of this Agreement, the Prepayment Premium represents additional consideration for providing the 2020 EMEA Term Loans, and (H) the Prepayment Premium is not a penalty to punish the EMEA Borrower for their early prepayment of the 2020 EMEA Term Loans or for the occurrence of any Event of Default or acceleration.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents Documents, including all proceeds from each sale of, or other realization upon, all or any part of the Collateral by any Creditor after an Event of Default, shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unreimbursed Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche)and Unreimbursed Drawings, Unpaid Drawings and the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, Lenders and each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts, and (B) the amounts due to Bank Product Providers in respect of Bank Product Obligations and Designated Hedge Creditors under Designated Hedge Agreements; (fv) sixthfifth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (gvi) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (h) eighthsixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, and the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.. LEGAL02/37021070v10 -92- Notwithstanding the foregoing, (a) no amount received from any Guarantor (including any proceeds of any sale of, or other realization upon, all or any part of the Collateral owned by such Guarantor) shall be applied to any Excluded Swap Obligation of such Guarantor and (b) Bank Product Obligations and amounts due to Designated Hedge Creditors under Designated Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the Bank Product Provider or the Designated Hedge Creditor, as the case may be. Each Bank Product Provider or Designated Hedge Provider that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by applicable law, be applied as follows (in each case case, subject to the terms of the ABL/Bond any Customary Intercreditor AgreementAgreement which is then in effect): (a) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cb) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (dc) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (ed) fifthfourth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche)Loans, Unpaid Drawings and Drawings, the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) amounts due to Cash Management Banks under Cash Management Agreements subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and Issuer, the Designated Hedge Creditors and the Cash Management Banks in proportion to the aggregate of all such amounts; (fe) sixthfifth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize Cash Collateralize the Stated Amount of outstanding Letters of Credit; (gf) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (h) eighthsixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jg) finally, any remaining surplus after all of the Obligations have been paid in full, to the Parent Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders and each LC Issuer in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the Administrative Agent for the benefit of each LC Issuer to Cash Collateralize the Stated Amount of outstanding Letters of Credit; (vi) sixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders and each LC Issuer in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (vi) sixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, Lenders and the Designated Hedge Creditors and the Cash Management BanksCreditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower Borrowers or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (a) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cb) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; (dc) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (d) fourth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans and Unpaid Drawings, ratably among the Lenders and each LC Issuer in proportion to the aggregate of all such amounts; (e) fifth, pro rata to the payment of that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and A) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among and (B) the Lenders, each LC Issuer and amounts due to Cash Management Banks under Cash Management Agreements subject to confirmation by the Designated Hedge Creditors Administrative Agent that any calculations of termination or other payment obligations are being made in proportion to the aggregate of all such amountsaccordance with normal industry practice; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreements, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (h) eighth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jh) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC IssuerIssuing Bank, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unreimbursed Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche)and Unreimbursed Drawings, Unpaid Drawings and the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, Lenders and each LC Issuer and the Designated Hedge Creditors Issuing Bank in proportion to the aggregate of all such amounts; , (fB) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management AgreementsSecured Swap Providers, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the Administrative Agent for the benefit of each Issuing Bank to cash collateralize the Stated Amount of outstanding Letters of Credit; (vi) sixth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC IssuerIssuing Bank, the Swing Line Lender, and the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvii) finally, any remaining surplus after all of the Obligations have been paid in fullfull (other than contingent indemnification obligations), to the Borrower or to whomsoever shall be lawfully entitled thereto.

Application of Certain Payments and Proceeds. (a) All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents from any U.S. Credit Party and all proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral pledged by the U.S. Credit Parties shall, unless otherwise required by the terms of the other relevant Loan Documents or by applicable law, be applied as follows follows: (in each case subject to the terms of the ABL/Bond Intercreditor Agreement): (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to the Collateral Agent in each case in its capacity as such; ; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC Issuer, ratably among them in proportion to the aggregate of all such amounts; ; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) and Unpaid Drawings with respect to Letters of Credit, ratably among the Lenders in proportion to the aggregate of all such amounts; ; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans (including any Protective Advances other than any Loans under a FILO Tranche)and Unpaid Drawings, Unpaid Drawings and the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect to any Designated Hedge Agreements, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, Lenders and each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; , (fB) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks Secured Hedge Providers under Cash Management Agreements, Secured Hedge Agreements subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; , (hC) eighththe amounts due to Cash Management Banks under Secured Cash Management Agreements and (D) to the Administrative Agent for the benefit of each LC Issuer to Cash Collateralize the Stated Amount of outstanding Letters of Credit; (v) fifth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents Documents, Secured Hedge Agreements and Cash Management Banks that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management BanksSecured Creditors, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; ; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvi) finally, any remaining surplus after all of the Obligations have been paid in full, to the U.S. Borrower or to whomsoever shall be lawfully entitled thereto. (b) All payments and other amounts received by the Administrative Agent or any Lender through the exercise of remedies hereunder or under the other relevant Loan Documents from any Non- U.S. EMEA Credit Party and all proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon all or any part of the EMEA Facility Collateral pledged by the Non-U.S. EMEA Credit Parties shall, unless otherwise required by the terms of the other relevant Loan Documents or by applicable law, be applied as follows:

Application of Certain Payments and Proceeds. All payments and other amounts received by the Administrative Agent, the Collateral Agent or any Lender after the Obligations have been accelerated (or have matured) or through the exercise of remedies hereunder or under the other Loan Documents shall, unless otherwise required by the terms of the other Loan Documents or by applicable law, be applied as follows (in each case subject to the terms of the ABL/Bond Intercreditor Agreement):follows: (ai) first, to the payment of that portion of the Obligations constituting Overadvance Loans payable to the Administrative Agent or the Collateral Agent; (b) second, to the payment of that portion of the Obligations constituting fees, indemnities and expenses and other amounts (including attorneys’ fees and amounts due under Article III) payable to the Administrative Agent or to in its capacity as such and the Collateral Agent in each case Swing Line Lender in its capacity as such, ratably among the Administrative Agent and the Swing Line Lender in proportion to the respective amounts described in this clause (i) payable to them; (cii) thirdsecond, to the payment of that portion of the Obligations constituting fees, indemnities and expenses (including attorneys’ fees payable under Section 11.01 and amounts due under Article III, but other than fees owed to any Lender with respect to any FILO Tranche of Loans) payable to each Lender or each LC IssuerLender, ratably among them in proportion to the aggregate of all such amounts; (diii) fourththird, to the payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans (including any Protective Advances other than any Loans under a FILO Tranche) Loans, ratably among the Lenders in proportion to the aggregate of all such amounts; (eiv) fifthfourth, pro rata to the payment of (A) that portion of the Obligations constituting unpaid principal of the Loans Loans, ratably among the Lenders in proportion to the aggregate of all such amounts, and (including any Protective Advances other than any Loans under a FILO Tranche), Unpaid Drawings and B) the amounts due to Designated Hedge Creditors under Designated Hedge Agreements (with respect and to any Designated Secured Hedge AgreementsProviders under Hedge Agreements to which they are party, solely to the extent that the applicable Designated Hedge Creditor and the Borrower have specified Designated Hedge Reserves with respect thereto in a Borrowing Base Certificate or otherwise in accordance with the definition thereof) subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice ratably among the Lenders, each LC Issuer and the Designated Hedge Creditors in proportion to the aggregate of all such amounts; (f) sixth, to the Administrative Agent for the benefit of each LC Issuer to cash collateralize the Stated Amount of outstanding Letters of Credit; (g) seventh, ratably among the Cash Management Banks, to the payment of that portion of the Obligations constituting amounts due to Cash Management Banks under Cash Management Agreementscase, subject to confirmation by the Administrative Agent that any calculations of termination or other payment obligations are being made in accordance with normal industry practice; (hv) eighthfifth, to the payment of all other Obligations (other than with respect to any FILO Tranche) of the Loan Credit Parties owing under or in respect of the Loan Documents that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management BanksSecured Hedge Providers, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date;; and (i) ninth, to the payment of all Obligations of the Loan Parties with respect to any FILO Tranche that are then due and payable to the Administrative Agent, the Collateral Agent, each LC Issuer, the Swing Line Lender, the Lenders, the Designated Hedge Creditors and the Cash Management Banks, ratably based upon the respective aggregate amounts of all such Obligations owing to them on such date; (jvi) finally, any remaining surplus after all of the Obligations have been paid in full, to the Borrower or to whomsoever shall be lawfully entitled thereto. Notwithstanding anything to the contrary in the foregoing, with respect to Swap Obligations, no Designated Hedge Creditor or Secured Hedge Provider shall receive any of the proceeds received from any Guarantor that is not an ECP or the proceeds from Collateral that was owned by any Credit Party that is not an ECP, in each case, with such determination as to whether a Credit Party is an ECP being made after giving effect to the applicable keepwell agreement set forth in Section 33 of the Guaranty.