Common use of Application of Collateral Proceeds Clause in Contracts

Application of Collateral Proceeds. (a) Notwithstanding anything to the contrary contained in the Longitude Documents and the DI Documents, each of the Borrower, the Guarantor, the Longitude Holder (for itself and on behalf of each Longitude Creditor), and the DI Collateral Agent (for itself and on behalf of each DI Creditor) agree that (i) the occurrence of a DI Event of Default shall constitute a Longitude Event of Default, and (ii) the occurrence of a Longitude Event of Default shall constitute a DI Event of Default. (b) If a Longitude Event of Default or a DI Event of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the Guarantor or any other debtor under any Longitude Document or any DI Document, the Collateral and any proceeds received in connection with any Enforcement Action upon, or other collection on, the Collateral upon the exercise of remedies shall be applied to the Longitude Obligations and the DI Obligations on a pari passu and pro rata basis, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor (as applicable), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsements. (c) Should any proceeds of Collateral be received by the DI Collateral Agent that are owed to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, the provisions regarding the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any Collateral.

Application of Collateral Proceeds. (a) Notwithstanding anything to the contrary contained in Section 4.01 or this Section 4.02, (x) all proceeds of Collateral received by the Longitude Documents Administrative Agent, a Lender or any other Person pursuant to the exercise of rights or remedies against the Collateral, (y) all payments received by Administrative Agent or any Lender upon and after the DI Documents, each acceleration of any of the Borrower, Obligations and (z) all payments received by Administrative Agent or any Lender following written notice to the Guarantor, Borrower and Administrative Agent by the Longitude Holder (for itself and on behalf Required Lenders during the existence of each Longitude Creditoran Event of Default to impose the waterfall set forth in this Section 4.02(c), and the DI Collateral Agent (for itself and on behalf of each DI Creditor) agree that shall be applied as follows: (i) the occurrence of a DI Event of Default shall constitute a Longitude Event of Defaultfirst, to pay any and all costs, fees, and expenses of, and any indemnity payments then due to, the Agents under the Loan Documents, until paid in full; (ii) second, ratably to pay any costs, fees, and expenses of, and any indemnity payments then due to, any of the occurrence of a Longitude Event of Default shall constitute a DI Event of Default.Lenders under the Loan Documents, until paid in full; (biii) If third, ratably to the Lenders to pay interest due in respect of the outstanding Loans until paid in full; (iv) fourth, ratably to the Lenders to pay the outstanding principal balance of the Loans on a Longitude Event of Default or a DI Event of Default shall have occurredpro rata basis until the Loans are paid in full; (v) fifth, whether or not ratably to the Lenders to pay any Insolvency Proceeding has been commenced by or against the BorrowerPrepayment Premium payable pursuant to this Loan Agreement, the Guarantor or and any other debtor under applicable premiums in respect of the Loans; (vi) sixth, to pay any Longitude Document or any DI Documentother Secured Obligations, ratably to the Collateral Persons entitled thereto and any proceeds received in connection with any Enforcement Action uponbreakage, termination or other collection on, the Collateral upon the exercise of remedies shall be applied to the Longitude payments under Hedging Agreements constituting Secured Obligations and the DI Obligations on a pari passu any interest accrued thereon, and pro rata basisany payments under Secured Cash Management Agreements constituting Secured Obligations; and (vii) seventh, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or such other Person entitled thereto under Applicable Law. For the avoidance of doubt, notwithstanding any other provision of any Loan Document, no amount received directly or indirectly from any Loan Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Obligations arising under Secured Cash Management Agreements and Secured Hedging Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation from the applicable Cash Management Bank or Hedge Bank, as the case may be, as may be reasonably necessary to determine the amount of the Secured Obligations owed thereunder. Each Cash Management Bank or Hedge Bank not a party to this Loan 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 and be deemed to be (as applicable)and agrees to be) subject to the provisions in Sections 12.14, or 12.18 and 13.04 as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsementsparty hereto. (c) Should any proceeds of Collateral be received by the DI Collateral Agent that are owed to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, the provisions regarding the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any Collateral.

Application of Collateral Proceeds. (a) Notwithstanding anything to the contrary contained in the Longitude Documents and the DI Documents, each The proceeds and/or avails of the BorrowerCollateral, the Guarantor, the Longitude Holder (for itself and on behalf of each Longitude Creditor)or any part thereof, and the DI Collateral proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Agent (for itself at the time of, or received by Agent after, the occurrence of an Event of Default hereunder), subject to the Subordination Agreement, shall be paid to and on behalf of each DI Creditor) agree that applied as follows: (i) First, to the occurrence payment of a DI Event reasonable costs and expenses, including all amounts expended to preserve the value of Default shall constitute a Longitude Event the Collateral, of Defaultforeclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Agent or Lenders; (ii) Second, to the occurrence payment to Lenders pro rata in accordance with the Advance Percentages of a Longitude Event the amounts then owing or unpaid on the Notes, including each payment scheduled to be made under Sections 1.02(b), 1.02(c) and 1.02(d) of Default shall constitute a DI Event this Loan Agreement; (iii) Third, to the payment of Default. (b) If a Longitude Event of Default other amounts then payable to Agent or a DI Event of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the Guarantor or any other debtor Lenders under any Longitude Document or any DI Documentof the Transaction Documents; and (iv) Fourth, to the Collateral payment of the surplus, if any, to Borrowers, its successors and any proceeds received in connection with any Enforcement Action uponassigns, or other collection onto whomsoever may be lawfully entitled to receive the same. In the event that, notwithstanding the Collateral upon foregoing, proceeds and/or avails of the exercise of remedies Collateral, shall be applied to the Longitude Obligations and the DI Obligations on a pari passu and pro rata basis, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor (as applicable), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsements. (c) Should any proceeds of Collateral be received by a Lender in excess of its ratable share, then the DI Collateral Agent that are owed to the Longitude Holder as provided portion of such payment or distribution in Section 3(b), the DI Collateral Agent excess of such Lender’s ratable share shall receive and hold the same be received by such Lender in trust for the benefit of the Longitude Holder and shall be promptly paid over to the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder Lenders ratably for application to the Longitude Obligationspayments of amounts due to the other Lenders. Each Borrower recognizes that Agent may be unable to effect a public sale of all or a part of the Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, andas amended (“Act”), until so deliveredthat Agent may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the same Pledged Shares for their own account, for investment and without a view to the distribution or resale thereof. Each Borrower understands that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Shares were sold at public sales, and agrees that Agent has no obligation to delay the sale of any of the Pledged Shares for the period of time necessary (even if Agent would agree), to register such securities for sale under the Act. Each Borrower agrees that private sales made under the foregoing circumstances shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed deemed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined have been made in a DI Series 2 Note), in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, the provisions regarding the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any Collateralcommercially reasonable manner.

Application of Collateral Proceeds. (a) Notwithstanding anything to the contrary contained in Section 4.01 or this Section 4.02, (x) all proceeds of Collateral received by the Longitude Documents Administrative Agent, a Lender or any other Person pursuant to the exercise of rights or remedies against the Collateral, (y) all payments received by Administrative Agent or any Lender upon and after the DI Documents, each acceleration of any of the Borrower, Obligations and (z) all payments received by Administrative Agent or any Lender following written notice to the Guarantor, Borrower and Administrative Agent by the Longitude Holder (for itself and on behalf Required Lenders during the existence of each Longitude Creditoran Event of Default to impose the waterfall set forth in this Section 4.02(c), and the DI Collateral Agent (for itself and on behalf of each DI Creditor) agree that shall be applied as follows: (i) the occurrence of a DI Event of Default shall constitute a Longitude Event of Defaultfirst, to pay any and all costs, fees, and expenses of, and any indemnity payments then due to, the Agents under the Loan Documents, until paid in full; (ii) second, ratably to pay any costs, fees, and expenses of, and any indemnity payments then due to, any of the occurrence of a Longitude Event of Default shall constitute a DI Event of Default.Lenders under the Loan Documents, until paid in full; (biii) If third, ratably to the Lenders to pay interest due in respect of the outstanding Loans until paid in full; (iv) fourth, ratably to the Lenders to pay the outstanding principal balance of the Loans on a Longitude Event of Default or a DI Event of Default shall have occurredpro rata basis until the Loans are paid in full; (v) fifth, whether or not ratably to the Lenders to pay any Insolvency Proceeding has been commenced by or against the BorrowerPrepayment Premium payable pursuant to this Loan Agreement, the Guarantor or and any other debtor under applicable premiums in respect of the Loans; (vi) sixth, to pay any Longitude Document or any DI Documentother Secured Obligations, ratably to the Collateral Persons entitled thereto and any proceeds received in connection with any Enforcement Action uponbreakage, termination or other collection on, the Collateral upon the exercise of remedies shall be applied to the Longitude payments under Hedging Agreements constituting Secured Obligations and the DI Obligations on a pari passu any interest accrued thereon, and pro rata basisany payments under Secured Cash Management Agreements constituting Secured Obligations; and (vii) seventh, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or such other Person entitled thereto under Applicable Law. For the avoidance of doubt, notwithstanding any other provision of any Loan Document, no amount received directly or indirectly from any Loan Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Obligations arising under Secured Cash Management Agreements and Secured Hedging Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation from the applicable Cash Management Bank or Hedge Bank, as the case may be, as may be reasonably necessary to determine the amount of the Secured Obligations owed thereunder. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article X hereof for itself and its Affiliates as if a “Lender” party hereto and be deemed to be (as applicable)and agrees to be) subject to the provisions in Sections 12.14, or 12.18 and 13.04 as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsementsparty hereto. (c) Should any proceeds of Collateral be received by the DI Collateral Agent that are owed to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, the provisions regarding the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any Collateral.

Application of Collateral Proceeds. (a) Notwithstanding anything to the contrary contained in Section 4.01 or this Section 4.02, (x) all proceeds of Collateral received by the Longitude Documents Administrative Agent, a Lender or any other Person pursuant to the exercise of rights or remedies against the Collateral, (y) all payments received by Administrative Agent or any Lender upon and after the DI Documents, each acceleration of any of the Borrower, Obligations and (z) all payments received by Administrative Agent or any Lender following written notice to the Guarantor, Borrower and Administrative Agent by the Longitude Holder (for itself and on behalf Required Lenders during the existence of each Longitude Creditor), and the DI Collateral Agent (for itself and on behalf of each DI Creditor) agree that (i) the occurrence of a DI an Event of Default shall constitute a Longitude Event of Defaultto impose the waterfall set forth in this Section 4.02(c), and (ii) the occurrence of a Longitude Event of Default shall constitute a DI Event of Default. (b) If a Longitude Event of Default or a DI Event of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the Guarantor or any other debtor under any Longitude Document or any DI Document, the Collateral and any proceeds received in connection with any Enforcement Action upon, or other collection on, the Collateral upon the exercise of remedies shall be applied as follows: first, to pay any and all costs, fees, and expenses of, and any indemnity payments then due to, the Agents under the Loan Documents, until paid in full; second, ratably to pay any costs, fees, and expenses of, and any indemnity payments then due to, any of the Lenders under the Loan Documents, until paid in full; third, ratably to the Longitude Lenders to pay interest due in respect of the outstanding Loans until paid in full; fourth, ratably to the Lenders to pay the outstanding principal balance of the Loans on a pro rata basis until the Loans are paid in full; fifth, ratably to the Lenders to pay any Prepayment Premium payable pursuant to this Loan Agreement, and any other applicable premiums in respect of the Loans; sixth, to pay any other Secured Obligations, ratably to the Persons entitled thereto and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and the DI Obligations on a pari passu any interest accrued thereon, and pro rata basisany payments under Secured Cash Management Agreements constituting Secured Obligations; and seventh, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or such other Person entitled thereto under Applicable Law. For the avoidance of doubt, notwithstanding any other provision of any Loan Document, no amount received directly or indirectly from any Loan Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Obligations arising under Secured Cash Management Agreements and Secured Hedging Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation from the applicable Cash Management Bank or Hedge Bank, as the case may be, as may be reasonably necessary to determine the amount of the Secured Obligations owed thereunder. Each Cash Management Bank or Hedge Bank not a party to this Loan 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 and be deemed to be (as applicable)and agrees to be) subject to the provisions in Sections 12.14, or 12.18 and 13.04 as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsementsparty hereto. (c) Should any proceeds of Collateral be received by the DI Collateral Agent that are owed to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, the provisions regarding the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any Collateral.

Application of Collateral Proceeds. (a) Notwithstanding anything to the contrary contained in the Longitude Documents and the DI Documents, each The proceeds and/or avails of the BorrowerCollateral, the Guarantor, the Longitude Holder (for itself and on behalf of each Longitude Creditor)or any part thereof, and the DI proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Collateral Agent (for itself at the time of, or received by Collateral Agent after, the occurrence of an Event of Default) shall be paid to and on behalf of each DI Creditor) agree that applied as follows: (i) First, to the occurrence payment of a DI Event reasonable costs and expenses, including all amounts expended to preserve the value of Default shall constitute a Longitude Event the Collateral, of Defaultforeclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Collateral Agent; (ii) Second, to the occurrence payment to each Lender of a Longitude Event the amount then owing or unpaid on such Lender’s Obligations under the Senior Notes, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such Obligations, then its pro rata share of Default shall constitute a DI Event of Default.the amount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal) with respect to such Obligations; (biii) If a Longitude Event Third, to the payment to each Lender of Default the amount then owing or a DI Event unpaid on such Lender’s Obligations under the Subordinated Notes, and in case such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon such Obligations, then its pro rata share of Default shall have occurredthe amount remaining to be distributed (to be applied first to accrued interest and second to outstanding principal)with respect to such Obligations; (iv) Fourth, whether or not any Insolvency Proceeding has been commenced by or against to the Borrowerpayment of the surplus, the Guarantor or any other debtor under any Longitude Document or any DI Documentif any, the Collateral to Company, its successors and any proceeds received in connection with any Enforcement Action uponassigns, or other collection on, to whomsoever may be lawfully entitled to receive the Collateral upon same. In the exercise event that a Lender receives payments or distributions in excess of remedies shall be applied to the Longitude Obligations and the DI Obligations on a pari passu and its pro rata basisshare, until the Longitude Obligations and the DI Obligations then such Lender shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor (as applicable), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsements. (c) Should any proceeds of Collateral be received by the DI Collateral Agent that are owed to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust all such excess payments or distributions for the benefit of the Longitude Holder and the other Longitude Creditors Lenders and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be pay such amounts held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, the provisions regarding the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of other Lenders upon demand by such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any CollateralLenders.

Application of Collateral Proceeds. (a) Notwithstanding anything to the contrary contained in the Longitude Documents and the DI DocumentsSection 5.01 or this Section 5.02, each all proceeds of the Borrower, the Guarantor, the Longitude Holder (for itself and on behalf of each Longitude Creditor), and the DI Collateral received by any Collateral Agent (for itself and on behalf of each DI Creditor) agree that (i) the occurrence of a DI Event of Default shall constitute a Longitude Event of Default, and (ii) the occurrence of a Longitude Event of Default shall constitute a DI Event of Default. (b) If a Longitude Event of Default or a DI Event of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the Guarantor or any other debtor under any Longitude Document or any DI Document, the Collateral and any proceeds received in connection with any Enforcement Action upon, or other collection on, the Collateral upon pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of any of the Obligations shall be, subject to the provisions of Section 2.14 and Section 2.15, applied as set forth in this clause (f), as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, to pay any costs and expenses of each Agent and fees and liabilities then due to any Agent under the Credit Documents, all advances (other than Loans) made or incurred by any Agent under the Credit Documents and any indemnities then due to any Agent under the Credit Documents, until paid in full, (ii) second, to pay any fees or premiums (including, Applicable Prepayment Premium) then due to the Letter of Credit Issuer or any of the Lenders under the Credit Documents until paid in full, (iii) third, to pay any costs or expense reimbursements of Lenders and indemnities then due to any of the Lenders under the Credit Documents until paid in full, in each case equally and ratably in accordance with the respective amounts thereof then due and owing, (iv) fourth, to pay interest due in respect of the outstanding Revolving Credit Loans and the Term Loans until paid in full, in each case equally and ratably in accordance with the respective amounts thereof then due and owing, (v) fifth, (i) to pay the principal of all outstanding Revolving Credit Loans until paid in full, (ii) to Administrative Agent, to be held by Administrative Agent, for the ratable benefit of the Letter of Credit Issuer and those Lenders having a Revolving Credit Commitment, to Cash Collateralize all issued and outstanding Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 3.01 and Section 2.14, (iii) ratably to pay the outstanding principal balance of the Term Loans (in the inverse order of the maturity of the installments due thereunder) until the Term Loans are paid in full, (iv) to pay any Hedging Obligations outstanding under any Specified Hedging Arrangements and (v) to pay any other Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing, and (vi) sixth, after payment in full of all Obligations, to the Borrower or such other Person entitled thereto under Applicable Law. Subject to Section 3.03, Section 3.04 and Section 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause fifth above shall be applied 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 Longitude Obligations and the DI Obligations on a pari passu and pro rata basisother Obligations, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cashif any, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor (as applicable), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as receivedorder set forth above. For the avoidance of doubt, with any necessary endorsements. (c) Should any proceeds of Collateral be in carrying out the foregoing, no payments received by the DI Collateral Administrative Agent from any Credit Party shall be applied to Excluded Swap Obligations of such Credit Party. In the event that any such proceeds are owed insufficient to pay in full the Longitude Holder as provided items described in clauses (first) through (fifth) of this Section 3(b5.02(f), the DI Collateral Agent Credit Parties shall receive remain liable, jointly and hold the same in trust severally, for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors)deficiency. (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, the provisions regarding the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any Collateral.

Application of Collateral Proceeds. (a) Notwithstanding anything to the contrary contained in the Longitude Documents and the DI Documents, each The proceeds of the BorrowerCollateral, or any part thereof, resulting from Agent’s or Lenders’ exercise of remedies hereunder (as well as any other amounts of any kind held by Agent at the time of, or received by Agent after, the Guarantoroccurrence and during the continuance of, the Longitude Holder (for itself an Event of Default hereunder) shall be paid to and on behalf of each Longitude Creditor), and the DI Collateral Agent (for itself and on behalf of each DI Creditor) agree that applied as follows: (i) First, to the occurrence payment of a DI Event reasonable costs and expenses, including all amounts expended to preserve the value of Default shall constitute a Longitude Event the Collateral, of Defaultforeclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, indemnities, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by, or owing to, Agent or Lenders; (ii) Second, to the occurrence payment to Lenders pro rata in accordance with the Loan Percentages of a Longitude Event the amounts then owing or unpaid on the Notes, including each payment scheduled to be made under Sections 2.02(c), 2.02(d) and 2.02(e); (iii) Third, to the payment of Default shall constitute a DI Event of Default. (b) If a Longitude Event of Default other amounts then payable to Agent or a DI Event of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the Guarantor or any other debtor Lenders under any Longitude Document or any DI Documentof the Transaction Documents; and (iv) Fourth, to the Collateral payment of the surplus, if any, to the applicable Loan Party, its successors and any proceeds received in connection with any Enforcement Action uponassigns, or other collection onto whomsoever may be lawfully entitled to receive the same. In the event that, notwithstanding the Collateral upon the exercise of remedies shall be applied to the Longitude Obligations and the DI Obligations on a pari passu and pro rata basisforegoing, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor (as applicable), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsements. (c) Should any proceeds of Collateral the Collateral, shall be received by a Lender in excess of its ratable share, then the DI Collateral Agent that are owed to the Longitude Holder as provided portion of such payment or distribution in Section 3(b), the DI Collateral Agent excess of such Lender’s ratable share shall receive and hold the same be received by such Lender in trust for the benefit of the Longitude Holder and shall be promptly paid over to the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder Lenders ratably for application to the Longitude payments of amounts due to the other Lenders. For the avoidance of doubt, notwithstanding any other provision of any Loan Document, no amount received directly or indirectly from any Loan Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Agent or otherwise to the payment of any Excluded Swap Obligations and Obligations arising under secured cash management agreements and secured Swap Obligations shall be excluded from the application described above in clauses (i) - (iv) if the Agent has not received written notice thereof, together with such supporting documentation from the applicable bank product provider of such cash management agreements or Swap Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property case may be, as may be reasonably necessary to determine the amount of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are Obligations owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors)thereunder. (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, the provisions regarding the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any Collateral.

Application of Collateral Proceeds. (a) Notwithstanding anything At any time when the Company or any Subsidiary Guarantor receives proceeds from a Senior Collateral Disposition (the "Collateral Proceeds"), the Collateral Proceeds shall be applied so that after giving effect to any required prepayment of the contrary contained Senior Obligations, the Synthetic Lease Obligations and the Additional Senior Second Priority Obligations, if any, in connection with such Senior Collateral Disposition, a pro rata portion of the remainder of such Collateral Proceeds will be allocated to repurchase the Securities based on the outstanding principal amount of the Second Priority Debt Obligations required to be prepaid with such proceeds, such amount to be measured on the date of such Senior Collateral Disposition; provided, however, that in the Longitude event any such Senior Collateral Disposition occurs following the occurrence of a Triggering Event or an Event of Default, whether the Holders shall be entitled to prepayment shall be determined in accordance with the terms of the Second Priority Collateral Documents and the DI DocumentsIntercreditor Agreement. (b) Any Collateral Proceeds that are available to repurchase the Securities (the "Securities Collateral Proceeds") will be deposited into an account held by the Trustee (the "Securities Collateral Account"). When the aggregate amount of Securities Collateral Proceeds in the Securities Collateral Account exceeds $10,000,000 (taking into account income earned on such Securities Collateral Proceeds, each if any), the Company shall make an offer to purchase (the "Prepayment Offer") the Securities, which offer shall be in the amount of the BorrowerSecurities Collateral Proceeds, on a pro rata basis according to principal amount at maturity, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of oversubscription) set forth herein. To the extent that any portion of the amount of Securities Collateral Proceeds remains after compliance with the preceding sentence and provided that all Holders have been given the opportunity to tender their Securities for purchase in accordance with this Indenture, the GuarantorCompany may use such excess only to repurchase Securities in open market transactions, and otherwise such excess must remain deposited in an account, for the sole benefit of the Securities, which is controlled by the Trustee. The Securities will be secured by a first priority security interest in such account. Following the completion of a Prepayment Offer, the Longitude Holder amount of Securities Collateral Proceeds will be reset to zero. (for itself 1) Within five Business Days after the Company makes a Prepayment Offer in accordance with paragraph (b) above, the Company shall send a written notice, by first-class mail, to the Holders, accompanied by such information regarding the Company and on behalf of each Longitude Creditorits Subsidiaries as the Company in good faith believes will enable such Holders to make an informed decision with respect to such Prepayment Offer. Such notice shall state, among other things, the purchase price and the purchase date (the "Purchase Date"), and which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the DI Collateral Agent date such notice is mailed. (for itself and on behalf 2) Not later than the date upon which written notice of each DI Creditor) agree that a Prepayment Offer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee written instructions as to (i) the occurrence amount of a DI Event of Default shall constitute a Longitude Event of Default, the Prepayment Offer (the "Offer Amount") and (ii) the occurrence allocation of a Longitude Event the Collateral Proceeds from the Senior Collateral Disposition, pursuant to which such Prepayment Offer is being made. On or before the Purchase Date, the Company shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company is the Paying Agent, shall segregate and hold in trust) in U.S. Government Obligations, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of Default business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Prepayment Offer remains open (the "Offer Period"), the Company shall constitute a DI Event deliver to the Trustee for cancellation the Securities or portions thereof that have been properly tendered to and are to be accepted by the Company. The Trustee or the Paying Agent shall, on the Purchase Date, mail or deliver payment to each tendering Holder in the amount of Defaultthe purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount, the Trustee or the Paying Agent shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section, or, at the Company's discretion, such excess may be deposited into an account for the sole benefit of the Securities, which is controlled by the Trustee. (b3) If Holders electing to have a Longitude Event Security purchased pursuant to the Prepayment Offer shall be required to surrender the Security, with an appropriate form duly completed, to the Company or its agent at the address specified in the notice at least five Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than three Business Days prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of Default or a DI Event of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the BorrowerHolder, the Guarantor or any other debtor under any Longitude Document or any DI Documentprincipal amount of the Security that was delivered for purchase by the Holder and a statement that such Holder is withdrawing its election to have such Security purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Collateral and any proceeds received Company shall select the Securities to be purchased on pro rata basis for all Securities (with such adjustments as may be deemed appropriate by the Company so that only Securities in connection with any Enforcement Action upondenominations of $100, or other collection onintegral multiples thereof, the Collateral upon the exercise of remedies shall be applied purchased). Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the Longitude Obligations and unpurchased portion of the DI Obligations on a pari passu and pro rata basis, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor (as applicable), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsementsSecurities surrendered. (c4) Should any proceeds of Collateral At the time the Company delivers Securities to the Trustee that are to be received accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the DI Collateral Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee or the Paying Agent that are owed mails or delivers payment therefor to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude surrendering Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything The Company will comply, to the contrary contained extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Securities pursuant to any Prepayment Offer conducted in accordance with this Agreement, upon Section 10.14. To the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event extent that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, any securities laws or regulations conflict with the provisions regarding the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto procedures with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured a Prepayment Offer as provided in this Section 3(d) shall set forth herein, the Company will comply with the applicable securities laws and regulations and will not be entitled deemed to have breached its obligations under the benefits of any Collateral and shall not share in the proceeds of any Collateralcovenant described hereunder by virtue thereof.

Application of Collateral Proceeds. (a) Notwithstanding anything to If the contrary contained Specified Conditions have occurred and are continuing, then the Trustee shall pay and apply all funds deposited in the Longitude Documents Collateral Proceeds Account in connection with the exercise of rights or remedies on the Secured Obligations and all funds deposited into the DI Documents, each of the Borrower, the Guarantor, the Longitude Holder (for itself and on behalf of each Longitude Creditor), and the DI Collateral Agent (for itself and on behalf of each DI CreditorDefault Revenue Account in accordance with Section 4.6(b) agree that as follows: (i) First – to the occurrence payment of (A) all reasonable and documented out-of-pocket costs and expenses (including reasonable and documented legal fees and expenses) of a DI Event of Default shall constitute a Longitude Event of Defaultforeclosure or suit, if any, and of any sale, and of all other expenses, costs and charges incurred or made by the Trustee or the Secured Parties under and in accordance with this Agreement or any other Transaction Document (pursuant to their respective rights to exercise remedies in respect of the applicable Collateral) in respect of the applicable Collateral, (B) all taxes, assessments or Liens superior to the Lien of the Security Documents (except any taxes, assessments or other superior Liens subject to which such sale of the applicable Collateral may have been made) in respect of the applicable Collateral, and (C) any and all reasonable and documented out-of-pocket fees, costs, charges and expenses (including reasonable and documented and documented attorneys’ fees) then due and payable to the Trustee under and in accordance with the Transaction Documents or which are otherwise due and owing to the Trustee for the benefit of itself and the Secured Parties as part of the Secured Obligations (including but not limited to amounts due under and in accordance with the Transaction Documents constituting indemnities, breakage fees, and Make-Whole Amounts on the Secured Obligations); provided that, for purposes of this clause (i), all of the aforesaid amounts owing in respect of taxes, assessments or Liens referred to above shall be paid first, all of the aforesaid amounts owing to the Trustee shall be paid second and all of the aforesaid amounts owing to the Secured Parties shall be paid third; (ii) Second - on a pro rata basis, to the occurrence payment of amounts due and payable to the Secured Parties with respect to accrued interest on the outstanding Secured Obligations; (iii) Third - on a Longitude Event pro rata basis, to the payment of Default shall constitute any outstanding principal of the Secured Obligations and any other unpaid amounts due and owing on, or with respect to, the Secured Obligations; (iv) Fourth – on a DI Event pro rata basis, to the payment of Defaultany other unpaid amounts then due and owing to the Secured Parties on, or with respect to, the Secured Obligations pursuant to and in accordance with this Agreement or any other Transaction Document; and (v) Fifth – to the payment of the surplus, if any, to the Co-Issuers. (b) If a Longitude Event The Obligors shall remain liable for payment of Default or a DI Event any deficiency owing on the applicable Secured Obligations after application of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the Guarantor or any other debtor under any Longitude Document or any DI Document, the Collateral and any proceeds received in connection with any Enforcement Action upon, or other collection on, the Collateral upon the exercise of remedies shall be applied to the Longitude Obligations and the DI Obligations on a pari passu and pro rata basis, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor (as applicable), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsementssuch proceeds. (c) Should Prior to making any proceeds of Collateral be received by the DI Collateral Agent that are owed to the Longitude Holder as provided payments described in Section 3(b4.7(a), the DI Collateral Agent Trustee shall receive and hold the same in trust for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, the provisions regarding the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to receive, and to conclusively rely on, a certificate from each Secured Party as to the benefits outstanding amounts of any Collateral and the Secured Obligations owing to such Secured Party, which amounts shall not share be identified as to type of Secured Obligations owing to such Secured Party in accordance with the proceeds of any Collateralallocation provisions described above.

Application of Collateral Proceeds. Subject to Section 5.03, the proceeds of any collection, recovery, receipt, appropriation, realization or sale of any or all of the Collateral (the "Collateral Proceeds") shall be applied as follows: (a) Notwithstanding anything in the case of a Total Guarantor Default: FIRST, to the contrary contained payment of all costs and reasonable expenses incurred by the Collateral Agent (in its capacity as such hereunder or under any other Reimbursement Documentation) in connection with such collection or sale or otherwise in connection with this Agreement or any of the Longitude Documents Revolving Credit Obligations, including all court costs and the DI Documents, each reasonable fees and expenses of the Borrowerits agents and legal counsel, the Guarantor, repayment of all advances made by the Longitude Holder (for itself and Collateral Agent hereunder or under any other Loan Document on behalf of each Longitude Creditor), any Grantor (as defined in Revolving Credit Security Documents) and the DI Collateral Agent (for itself and on behalf of each DI Creditor) agree that (i) the occurrence of a DI Event of Default shall constitute a Longitude Event of Default, and (ii) the occurrence of a Longitude Event of Default shall constitute a DI Event of Default. (b) If a Longitude Event of Default or a DI Event of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the Guarantor or any other debtor under any Longitude Document costs or any DI Document, the Collateral and any proceeds received expenses incurred in connection with any Enforcement Action upon, or other collection on, the Collateral upon the exercise of remedies shall be any right or remedy hereunder or under any other Revolving Credit Documentation; SECOND, to the payment in full of the Revolving Credit Obligations outstanding (the amounts so applied to be distributed among the Longitude Obligations and the DI Obligations on a pari passu and Revolving Credit Secured Parties pro rata basisin accordance with the amounts of the Revolving Credit Obligations owed to them on the date of any such distribution); THIRD, until to the Longitude Obligations and the DI Obligations shall have been indefeasibly paid payment in full of the Reimbursement Obligations outstanding pro rata in cash. When accordance with the Longitude Obligations and DI Obligations have been indefeasibly paid amounts, if any, of such Reimbursement Obligations; FOURTH, to the payment in full in cashof the Indenture Obligations outstanding; and FIFTH, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor Grantors (as applicabledefined in Revolving Credit Security Documents), their successors or assigns, or as a court of competent jurisdiction may otherwise direct. (b) in the case of a Partial Guarantor Default: FIRST, to the payment of all costs and reasonable expenses incurred by the Collateral Agent (in its capacity as such hereunder or under any other Reimbursement Documentation) in connection with such collection or sale or otherwise in connection with this Agreement, any of the Revolving Credit Obligations and the Reimbursement Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or proceeds thereof held under any other Loan Document or Reimbursement Documentation on behalf of any Grantor (as defined in Security Documents) and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document and Reimbursement Documentation; (i) payment in full among such Non-Defaulting Guarantors in accordance with the amounts paid under the Guaranty by it such Non-Defaulting Guarantors, in an aggregate amount equal to the product of (x) the Collateral Proceeds and (y) a fraction the numerator of which shall be the amount paid by all Non-Defaulting Guarantors under, pursuant to or in connection with the Guaranty (the "Non-Defaulting Payment"), reduced by the amount paid, if any, by the Borrower under, pursuant to and in connection with the Reimbursement Agreement to reimburse any Non-Defaulting Guarantor, and the denominator of which shall be the amount of the Guaranteed Obligations (as defined in the same form Guaranty) then due and payable under the Guaranty; and (ii) payment in full to the Administrative Agent for the benefit of the Revolving Credit Secured Parties an amount equal to the product of (x) the Collateral Proceeds and (y) a fraction the numerator of which shall be the amount of all payments due and owing from the Borrower under the Revolving Credit Agreement, reduced by the Non-Defaulting Payment, and the denominator of which shall be the amount of the Guaranteed Obligations (as receiveddefined in the Guaranty) then due and payable under the Guaranty. THIRD, with any necessary endorsementsto the payment in full of the Indenture Obligations outstanding; and FOURTH, to the Grantors (as defined in Revolving Credit Security Documents), their successors or assigns, or as a court of competent jurisdiction may otherwise direct. (c) Should any proceeds in the case of Collateral be received no Guarantor Default: FIRST, to the payment of all costs and reasonable expenses incurred by the DI Collateral Agent that are owed to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (in its capacity as agent for such hereunder or under any other Reimbursement Documentation) in connection with such collection or sale or otherwise in connection with this Agreement or any of the DI Creditors). Reimbursement Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Reimbursement Documentation on behalf of any Grantor (das defined in Reimbursement Security Documents) Notwithstanding anything and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Reimbursement Documentation; SECOND, to the contrary contained payment in this Agreementfull of the Reimbursement Obligations outstanding pro rata in accordance with the amounts, upon if any, of such Reimbursement Obligations; THIRD, to the occurrence payment in full of a Qualified Transaction the Revolving Credit Obligations outstanding (the amounts so applied to be distributed among the Revolving Credit Secured Parties pro rata in accordance with the amounts of the Revolving Credit Obligations owed to them on the date of any such distribution); FOURTH, to the payment in full of the Indenture Obligations outstanding; and FIFTH, to the Grantors (as such term is defined in a DI Series 2 NoteReimbursement Security Documents), in the event that the holder their successors or assigns, or as a court of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, the provisions regarding the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any Collateralcompetent jurisdiction may otherwise direct.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Collateral Agent or Lender, at the time of or received by Collateral Agent or Lender after the occurrence and of an Event of Default hereunder and so long as such Event of Default has not been waived by Lender in writing) shall be paid to and applied as follows: (a) Notwithstanding anything First, to the contrary contained in payment of reasonable and documented out-of-pocket costs and expenses, including all amounts expended to preserve the Longitude Documents value of the Collateral, of foreclosure or suit, if any, and of such sale and the DI Documents, each exercise of the Borrower, the Guarantor, the Longitude Holder (for itself and on behalf of each Longitude Creditor)any other rights or remedies, and the DI of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Collateral Agent (for itself and on behalf of each DI Creditor) agree that (i) the occurrence of a DI Event of Default shall constitute a Longitude Event of Defaultor Lender, and (ii) the occurrence of a Longitude Event of Default shall constitute a DI Event of Default.including Lender’s Expenses; (b) If a Longitude Event Second, to the payment to Lender of Default the amount then owing or a DI Event of Default shall have occurred, whether or not unpaid on the Loans for any Insolvency Proceeding has been commenced by or against the Borroweraccrued and unpaid interest, the Guarantor amounts which would have otherwise come due under Section 2.3(b)(ii), if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Loans (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or any unpaid upon the Loans, then first, to the unpaid interest thereon ratably, second, to the amounts which would have otherwise come due under Section 2.3(b)(ii) ratably, if the Loans had been voluntarily prepaid, third, to the principal balance of the Loans ratably, and fourth, to the ratable payment of other debtor amounts then payable to Lender under any Longitude Document or any DI Document, of the Collateral and any proceeds received in connection with any Enforcement Action upon, or other collection on, the Collateral upon the exercise of remedies shall be applied to the Longitude Obligations and the DI Obligations on a pari passu and pro rata basis, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor (as applicableLoan Documents), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsements.; and (c) Should any proceeds of Collateral be received by the DI Collateral Agent that are owed Third, to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust for the benefit payment of the Longitude Holder surplus, if any, to Co-Borrowers, their successors and the other Longitude Creditors and shall forthwith deliver the same assigns or to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, the provisions regarding the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be Person lawfully entitled to receive the benefits of any Collateral and shall not share in the proceeds of any Collateralsame.

Application of Collateral Proceeds. The Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last sentence of this Section 10.8, apply all proceeds of Collateral in the following order: (aA) Notwithstanding anything first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the contrary contained Agent; (B) second, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Longitude Documents Lenders and the DI DocumentsIssuer; (C) third, each to pay interest due in respect of the Loans and L/C Obligations; (D) fourth, to the ratable payment of principal outstanding on the Loans, Obligations for unreimbursed drawings under all Letters of Credit and net termination amounts payable in respect of Rate Hedging Obligations (with the order of application to the installments of any particular Loan, Obligation for any unreimbursed drawing under any Letter of Credit or net termination amount payable in respect of Rate Hedging Obligation to be determined by the Agent in its sole discretion); (E) fifth, to provide required cash collateral if any pursuant to Section 8.2; and (F) sixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.8 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Agent and the Lenders as among themselves. The order of priority set forth in clauses (B) through (F) of this Section 10.8 may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower, the Guarantor, the Longitude Holder (for itself and on behalf of each Longitude Creditor), and the DI Collateral Agent (for itself and on behalf of each DI Creditor) agree that (i) the occurrence of a DI Event of Default shall constitute a Longitude Event of Default, and (ii) the occurrence of a Longitude Event of Default shall constitute a DI Event of Default. (b) If a Longitude Event of Default or a DI Event of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the Guarantor or any other debtor under any Longitude Document or any DI Document, the Collateral and any proceeds received Person. The order of priority set forth in connection with any Enforcement Action upon, or other collection on, the Collateral upon the exercise of remedies shall be applied to the Longitude Obligations and the DI Obligations on a pari passu and pro rata basis, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor clause (as applicable), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsements. (cA) Should any proceeds of Collateral be received by the DI Collateral Agent that are owed to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, 10.8 may be changed only with the provisions regarding prior written consent of the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any CollateralAgent.

Application of Collateral Proceeds. The Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last sentence of this Section 10.8, apply all proceeds of Collateral in the following order: (aA) Notwithstanding anything first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the contrary contained Agent; CKE SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (B) second, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Longitude Documents Lenders and the DI DocumentsIssuer; (C) third, each to pay interest due in respect of the Loans and L/C Obligations; (D) fourth, to the ratable payment of principal outstanding on the Loans, Obligations for unreimbursed drawings under all Letters of Credit and net termination amounts payable in respect of Rate Hedging Obligations (with the order of application to the installments of any particular Loan, Obligation for any unreimbursed drawing under any Letter of Credit or net termination amount payable in respect of Rate Hedging Obligation to be determined by the Agent in its sole discretion); (E) fifth, to provide required cash collateral if any pursuant to Section 8.2; and (F) sixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.8 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Agent and the Lenders as among themselves. The order of priority set forth in clauses (B) through (F) of this Section 10.8 may at any time and from time to time be changed with the consent of 100% of the Lenders without necessity of notice to or consent of or approval by the Borrower, the Guarantor, the Longitude Holder (for itself and on behalf of each Longitude Creditor), and the DI Collateral Agent (for itself and on behalf of each DI Creditor) agree that (i) the occurrence of a DI Event of Default shall constitute a Longitude Event of Default, and (ii) the occurrence of a Longitude Event of Default shall constitute a DI Event of Default. (b) If a Longitude Event of Default or a DI Event of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the Guarantor or any other debtor under any Longitude Document or any DI Document, the Collateral and any proceeds received Person. The order of priority set forth in connection with any Enforcement Action upon, or other collection on, the Collateral upon the exercise of remedies shall be applied to the Longitude Obligations and the DI Obligations on a pari passu and pro rata basis, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor clause (as applicable), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsements. (cA) Should any proceeds of Collateral be received by the DI Collateral Agent that are owed to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, 10.8 may be changed only with the provisions regarding prior written consent of the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any CollateralAgent.

Application of Collateral Proceeds. The Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last sentence of this Section 10.8, apply all proceeds of Collateral in the following order: (aA) Notwithstanding anything first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the contrary contained Agent; 105 112 (B) second, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Longitude Documents Lenders and the DI DocumentsIssuer; (C) third, each to pay interest due in respect of the Revolving Loans and L/C Obligations; (D) fourth, to the ratable payment of principal outstanding on the Revolving Loans, Obligations for unreimbursed drawings under all Letters of Credit and net termi- nation amounts payable in respect of Rate Hedging Obligations (with the order of application to the installments of any particular Revolving Loan, Obligation for any unreimbursed drawing under any Letter of Credit or net termination amount payable in respect of Rate Hedging Obligation to be determined by the Agent in its sole discretion); (E) fifth, to provide required cash collateral if any pursuant to Section 8.2; and (F) sixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.8 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Agent and the Lenders as among themselves. The order of priority set forth in clauses (B) through (F) of this Section 10.8 may at any time and from time to time be changed with the consent of 100% of the Lenders without necessity of notice to or consent of or approval by the Borrower, the Guarantor, the Longitude Holder (for itself and on behalf of each Longitude Creditor), and the DI Collateral Agent (for itself and on behalf of each DI Creditor) agree that (i) the occurrence of a DI Event of Default shall constitute a Longitude Event of Default, and (ii) the occurrence of a Longitude Event of Default shall constitute a DI Event of Default. (b) If a Longitude Event of Default or a DI Event of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the Guarantor or any other debtor under any Longitude Document or any DI Document, the Collateral and any proceeds received Person. The order of priority set forth in connection with any Enforcement Action upon, or other collection on, the Collateral upon the exercise of remedies shall be applied to the Longitude Obligations and the DI Obligations on a pari passu and pro rata basis, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor clause (as applicable), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsements. (cA) Should any proceeds of Collateral be received by the DI Collateral Agent that are owed to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, 10.8 may be changed only with the provisions regarding prior written consent of the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any CollateralAgent.

Application of Collateral Proceeds. The Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last sentence of this Section 10.8, apply all proceeds of Collateral in the following order: (aA) Notwithstanding anything first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the contrary contained Agent; (B) second, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Longitude Documents Lenders and the DI DocumentsIssuer; (C) third, each to pay interest due in respect of the Loans and L/C Obligations; (D) fourth, to the ratable payment of principal outstanding on the Loans, Obligations for unreimbursed drawings under all Letters of Credit and net termination amounts payable in respect of Rate Hedging Obligations (with the order of application to the installments of any particular Loan, Obligation for any unreimbursed drawing under any Letter of Credit or net termination amount payable in respect of Rate Hedging Obligation to be determined by the Agent in its sole discretion); (E) fifth, to provide required cash collateral if any pursuant to Section 8.2; and (F) sixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.8 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Agent and the Lenders as among themselves. The order of priority set forth in clauses (B) through (F) of this Section 10.8 may at any time and from time to time be changed with the consent of 100% of the Lenders without necessity of notice to or consent of or approval by the Borrower, the Guarantor, the Longitude Holder (for itself and on behalf of each Longitude Creditor), and the DI Collateral Agent (for itself and on behalf of each DI Creditor) agree that (i) the occurrence of a DI Event of Default shall constitute a Longitude Event of Default, and (ii) the occurrence of a Longitude Event of Default shall constitute a DI Event of Default. (b) If a Longitude Event of Default or a DI Event of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the Guarantor or any other debtor under any Longitude Document or any DI Document, the Collateral and any proceeds received Person. The order of priority set forth in connection with any Enforcement Action upon, or other collection on, the Collateral upon the exercise of remedies shall be applied to the Longitude Obligations and the DI Obligations on a pari passu and pro rata basis, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor clause (as applicable), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsements. (cA) Should any proceeds of Collateral be received by the DI Collateral Agent that are owed to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, 10.8 may be changed only with the provisions regarding prior written consent of the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any CollateralAgent.

Application of Collateral Proceeds. (a) Notwithstanding anything At any time when the Company or any Subsidiary Guarantor receives proceeds from a Senior Collateral Disposition (the "Collateral Proceeds"), the Collateral Proceeds shall be applied in accordance with Section 4.05 of the Intercreditor Agreement so that after giving effect to any required prepayment of the contrary contained Senior Obligations, the Synthetic Lease Obligations and the Additional Senior Second Priority Obligations, if any, in connection with such Senior Collateral Disposition in accordance with Section 4.05 of the Intercreditor Agreement, a pro rata portion of such Collateral Proceeds will be allocated to repurchase the Securities based on the outstanding principal amount of the Second Priority Debt Obligations required to be prepaid with such proceeds, such amount to be measured on the date of such Senior Collateral Disposition; provided, however, that in the Longitude event any such Senior Collateral Disposition occurs following the occurrence of a Triggering Event, whether the Holders shall be entitled to prepayment shall be determined in accordance with the terms of the Second Priority Collateral Documents and the DI DocumentsIntercreditor Agreement. (b) Any Collateral Proceeds that are available to repurchase the Securities (the "Securities Collateral Proceeds") will be deposited into an account held by the Trustee (the "Securities Collateral Account"). When the aggregate amount of Securities Collateral Proceeds in the Securities Collateral Account exceeds $10,000,000 (taking into account income earned on such Securities Collateral Proceeds, each if any), the Company shall make an offer to purchase (the "Prepayment Offer") the Securities, which offer shall be in the amount of the BorrowerSecurities Collateral Proceeds, on a pro rata basis according to principal amount at maturity, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of oversubscription) set forth herein. To the extent that any portion of the amount of Securities Collateral Proceeds remains after compliance with the preceding sentence and provided that all Holders have been given the opportunity to tender their Securities for purchase in accordance with this Indenture, the GuarantorCompany may use such excess only to repurchase Securities in open market transactions, and otherwise such excess must remain deposited in an account, for the sole benefit of the Securities, which is controlled by the Trustee. The Securities will be secured by a first priority security interest in such account. Following the completion of a Prepayment Offer, the Longitude Holder amount of Securities Collateral Proceeds will be reset to zero. (for itself 1) Within five Business Days after the Company makes a Prepayment Offer in accordance with paragraph (b) above, the Company shall send a written notice, by first-class mail, to the Holders, accompanied by such information regarding the Company and on behalf of each Longitude Creditorits Subsidiaries as the Company in good faith believes will enable such Holders to make an informed decision with respect to such Prepayment Offer. Such notice shall state, among other things, the purchase price and the purchase date (the "Purchase Date"), and which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the DI Collateral Agent date such notice is mailed. (for itself and on behalf 2) Not later than the date upon which written notice of each DI Creditor) agree that a Prepayment Offer is delivered to the Trustee as provided above, the Company shall deliver to the Trustee written instructions as to (i) the occurrence amount of a DI Event of Default shall constitute a Longitude Event of Default, the Prepayment Offer (the "Offer Amount") and (ii) the occurrence allocation of a Longitude Event the Collateral Proceeds from the Senior Collateral Disposition, pursuant to which such Prepayment Offer is being made. On or before the Purchase Date, the Company shall also irrevocably deposit with the Trustee or with the Paying Agent (or, if the Company is the Paying Agent, shall segregate and hold in trust) in U.S. Government Obligations, maturing on the last day prior to the Purchase Date or on the Purchase Date if funds are immediately available by open of Default business, an amount equal to the Offer Amount to be held for payment in accordance with the provisions of this Section. Upon the expiration of the period for which the Prepayment Offer remains open (the "Offer Period"), the Company shall constitute a DI Event deliver to the Trustee for cancellation the Securities or portions thereof that have been properly tendered to and are to be accepted by the Company. The Trustee or the Paying Agent shall, on the Purchase Date, mail or deliver payment to each tendering Holder in the amount of Defaultthe purchase price. In the event that the aggregate purchase price of the Securities delivered by the Company to the Trustee is less than the Offer Amount, the Trustee or the Paying Agent shall deliver the excess to the Company immediately after the expiration of the Offer Period for application in accordance with this Section. (b3) If Holders electing to have a Longitude Event Security purchased pursuant to the Prepayment Offer shall be required to surrender the Security, with an appropriate form duly completed, to the Company or its agent at the address specified in the notice at least five Business Days prior to the Purchase Date. Holders shall be entitled to withdraw their election if the Trustee or the Company receives not later than three Business Days prior to the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of Default or a DI Event of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the BorrowerHolder, the Guarantor or any other debtor under any Longitude Document or any DI Documentprincipal amount of the Security that was delivered for purchase by the Holder and a statement that such Xxxxxx is withdrawing its election to have such Security purchased. If at the expiration of the Offer Period the aggregate principal amount of Securities surrendered by Holders exceeds the Offer Amount, the Collateral and any proceeds received Company shall select the Securities to be purchased on pro rata basis for all Securities (with such adjustments as may be deemed appropriate by the Company so that only Securities in connection with any Enforcement Action upondenominations of $1,000, or other collection onintegral multiples thereof, the Collateral upon the exercise of remedies shall be applied purchased). Holders whose Securities are purchased only in part shall be issued new Securities equal in principal amount to the Longitude Obligations and unpurchased portion of the DI Obligations on a pari passu and pro rata basis, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor (as applicable), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsementsSecurities surrendered. (c4) Should any proceeds of Collateral At the time the Company delivers Securities to the Trustee that are to be received accepted for purchase, the Company shall also deliver an Officers' Certificate stating that such Securities are to be accepted by the DI Collateral Company pursuant to and in accordance with the terms of this Section. A Security shall be deemed to have been accepted for purchase at the time the Trustee or the Paying Agent that are owed mails or delivers payment therefor to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude surrendering Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything The Company will comply, to the contrary contained extent applicable, with the requirements of Section 14 (e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of the Securities pursuant to any Prepayment Offer conducted in accordance with this Agreement, upon Section 10.14. To the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event extent that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, any securities laws or regulations conflict with the provisions regarding the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto procedures with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured a Prepayment Offer as provided in this Section 3(d) shall set forth herein, the Company will comply with the applicable securities laws and regulations and will not be entitled deemed to have breached its obligations under the benefits of any Collateral and shall not share in the proceeds of any Collateralcovenant described hereunder by virtue thereof.

Application of Collateral Proceeds. (a) Notwithstanding anything to the contrary contained in Section 2.25 or this Section 2.26, all proceeds of Collateral received by any Administrative Agent pursuant to the Longitude Documents and exercise of remedies against the DI Documents, each of the Borrower, the Guarantor, the Longitude Holder (for itself and on behalf of each Longitude Creditor)Collateral, and the DI Collateral Agent (for itself all payments received upon and on behalf of each DI Creditor) agree that (i) after the occurrence and during the continuance of a DI an Event of Default shall constitute a Longitude Event be, subject to the provisions of DefaultSection 2.20 and the Intercreditor Agreement, applied as set forth in this clause (c), as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, ratably to pay any costs and expenses of the Administrative Agent and fees then due to the Administrative Agent under the Loan Documents, including any indemnities then due to Administrative Agent under the Loan Documents, until Paid in Full, (ii) second, to pay any fees or premiums then due to the occurrence Administrative Agent or any of a Longitude Event of Default shall constitute a DI Event of Default.the Second Amendment Incremental Term Lenders under the Loan Documents until Paid in Full, (biii) If a Longitude Event third, ratably to pay any costs or expense reimbursements of Default the Second Amendment Incremental Term Lenders and indemnities then due to any of the Second Amendment Incremental Term Lenders under the Loan Documents until Paid in Full, (iv) fourth, ratably to pay interest due in respect of the Second Amendment Incremental Term Loans until Paid in Full, (v) fifth, ratably to pay the outstanding principal balance of the Second Amendment Incremental Term Loans until Paid in Full, (vi) sixth, to pay any fees or a DI Event of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the Guarantor or any other debtor under any Longitude Document or any DI Document, the Collateral and any proceeds received in connection with any Enforcement Action upon, or other collection on, the Collateral upon the exercise of remedies shall be applied premiums then due to the Longitude Obligations Initial Term Lenders under the Loan Documents until Paid in Full, (vii) seventh, ratably to pay any costs or expense reimbursements of the Initial Term Lenders and indemnities then due to any of the DI Obligations on a pari passu and pro rata basisInitial Term Lenders Term Lenders under the Loan Documents until Paid in Full, (viii) eighth, ratably to pay interest due in respect of the Initial Term Loans until Paid in Full, (ix) ninth, ratably to pay the Longitude Obligations and outstanding principal balance of the DI Obligations shall have been indefeasibly paid Initial Term Loans until Paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cashFull, (x) tenth, the Longitude Holder and the DI Collateral Agent shall deliver promptly ratably to pay all other Obligations, and (xi) eleventh, to the Borrower or the Guarantor (as applicable), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsementssuch other Person entitled thereto under applicable Law. (c) Should any proceeds of Collateral be received by the DI Collateral Agent that are owed to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, the provisions regarding the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any Collateral.

Application of Collateral Proceeds. (a) Notwithstanding anything to the contrary contained in the Longitude Documents and the DI DocumentsSection 5.01 or this Section 5.02, each all proceeds of the Borrower, the Guarantor, the Longitude Holder (for itself and on behalf of each Longitude Creditor), and the DI Collateral received by any Collateral Agent (for itself and on behalf of each DI Creditor) agree that (i) the occurrence of a DI Event of Default shall constitute a Longitude Event of Default, and (ii) the occurrence of a Longitude Event of Default shall constitute a DI Event of Default. (b) If a Longitude Event of Default or a DI Event of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the Guarantor or any other debtor under any Longitude Document or any DI Document, the Collateral and any proceeds received in connection with any Enforcement Action upon, or other collection on, the Collateral upon pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of any of the Obligations shall be, subject to the provisions of Section 2.14 and Section 2.15, applied as set forth in this clause (f), as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, to pay any costs and expenses of the Collateral Agent and fees then due to the Collateral Agent under the Credit Documents, and any indemnities then due to any Agent under the Credit Documents, until paid in full, (ii) second, to pay any fees or premiums then due to the Administrative Agent, Letter of Credit Issuer, Swingline Lender or any of the Lenders under the Credit Documents until paid in full, (iii) third, ratably to pay any costs or expense reimbursements of Xxxxxxx and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Revolving Credit Loans and the Term Loans until paid in full, (v) fifth, ratably (i) to pay the principal of all outstanding Revolving Credit Loans until paid in full, (ii) to Administrative Agent, to be held by Administrative Agent, for the ratable benefit of the Letter of Credit Issuer and those Lenders having a Revolving Credit Commitment, to Cash Collateralize all issued and outstanding Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 3.01 and Section 2.14, and (iii) ratably to pay the outstanding principal balance of the Term Loans (in the inverse order of the maturity of the installments due thereunder) until the Term Loans are paid in full, (vi) sixth, to pay any other Obligations (including any Hedging Obligations under Specified Hedging Agreements), and (vii) seventh, to the Borrower or such other Person entitled thereto under Applicable Law. Subject to Section 3.03, Section 3.04 and Section 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause fifth above shall be applied 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 Longitude Obligations and the DI Obligations on a pari passu and pro rata basisother Obligations, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cashif any, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor (as applicable), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as receivedorder set forth above. For the avoidance of doubt, with any necessary endorsements. (c) Should any proceeds of Collateral be in carrying out the foregoing, no payments received by the DI Collateral Administrative Agent that are owed to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same from any Credit Party shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed applied to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder Excluded Swap Obligations of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, the provisions regarding the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any CollateralCredit Party.

Application of Collateral Proceeds. The Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last sentence of this Section 10.8, apply all proceeds of Collateral in the following order: (aA) Notwithstanding anything first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the contrary contained Agent; (B) second, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Longitude Documents Lenders and the DI DocumentsIssuer; (C) third, each to pay interest due in respect of the Loans and L/C Obligations; (D) fourth, to the ratable payment of principal outstanding on the Loans, Obligations for unreimbursed drawings under all Letters of Credit and net termination amounts 108 114 payable in respect of Rate Hedging Obligations (with the order of application to the installments of any particular Loan, Obligation for any unreimbursed drawing under any Letter of Credit or net termination amount payable in respect of Rate Hedging Obligation to be determined by the Agent in its sole discretion); (E) fifth, to provide required cash collateral if any pursuant to Section 8.2; and (F) sixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.8 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Agent and the Lenders as among themselves. The order of priority set forth in clauses (B) through (F) of this Section 10.8 may at any time and from time to time be changed with the consent of 100% of the Lenders without necessity of notice to or consent of or approval by the Borrower, the Guarantor, the Longitude Holder (for itself and on behalf of each Longitude Creditor), and the DI Collateral Agent (for itself and on behalf of each DI Creditor) agree that (i) the occurrence of a DI Event of Default shall constitute a Longitude Event of Default, and (ii) the occurrence of a Longitude Event of Default shall constitute a DI Event of Default. (b) If a Longitude Event of Default or a DI Event of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the Guarantor or any other debtor under any Longitude Document or any DI Document, the Collateral and any proceeds received Person. The order of priority set forth in connection with any Enforcement Action upon, or other collection on, the Collateral upon the exercise of remedies shall be applied to the Longitude Obligations and the DI Obligations on a pari passu and pro rata basis, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor clause (as applicable), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsements. (cA) Should any proceeds of Collateral be received by the DI Collateral Agent that are owed to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, 10.8 may be changed only with the provisions regarding prior written consent of the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any CollateralAgent.

Application of Collateral Proceeds. (a) Notwithstanding anything All proceeds of the Revolving Primary Collateral received or collected by any Credit Party, the Revolving Agent or the Term Loan Agent shall be applied: FIRST, to the contrary contained in the Longitude Documents and the DI Documents, each payment of the BorrowerPriority Bank Debt, including the provision of cash collateral in an amount equal to 103% of the undrawn amount of any Letters of Credit constituting Priority Bank Debt and in an amount equal to 100% of the obligations in respect of Cash Management Obligations constituting Priority Bank Debt, and to the payment of interest, costs, fees, expenses and indemnities constituting Priority Bank Debt; SECOND, after a Lien Enforcement Action, to the payment of the Priority Term Loan Debt, including the payment of interest, costs, fees, expenses and indemnities constituting Priority Term Loan Debt, in each case, to the extent due and payable; THIRD, to the payment of Excluded Bank Debt and, with respect to Excluded Bank Debt consisting of issued and outstanding Letters of Credit, the Guarantorprovision of cash collateral in respect of such Letters of Credit (in an amount not to exceed 103% of the aggregate undrawn face amount of such Letters of Credit); and FOURTH, after a Lien Enforcement Action, to the Longitude Holder (for itself and on behalf payment of each Longitude Creditor), and the DI Collateral Agent (for itself and on behalf of each DI Creditor) agree that (i) the occurrence of a DI Event of Default shall constitute a Longitude Event of Default, and (ii) the occurrence of a Longitude Event of Default shall constitute a DI Event of DefaultExcluded Term Loan Debt. (b) If a Longitude Event All proceeds of Default the Term Loan Primary Collateral received or a DI Event of Default shall have occurred, whether or not collected by any Insolvency Proceeding has been commenced by or against the BorrowerCredit Party, the Guarantor Term Loan Agent or any other debtor under any Longitude Document or any DI Document, the Collateral and any proceeds received in connection with any Enforcement Action upon, or other collection on, the Collateral upon the exercise of remedies Revolving Agent shall be applied applied: FIRST, to the Longitude Obligations payment of the Priority Term Loan Debt, and the DI Obligations on a pari passu and pro rata basis, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor (as applicable)payment of interest, or as a court of competent jurisdiction may directcosts, any Collateral or proceeds thereof held by it fees, expenses and indemnities constituting Priority Term Loan Debt, in the same form as receivedeach case, with any necessary endorsements. (c) Should any proceeds of Collateral be received by the DI Collateral Agent that are owed to the Longitude Holder as provided in Section 3(b)extent then due and payable; SECOND, after a Lien Enforcement Action, to the DI Collateral Agent shall receive and hold the same in trust for the benefit payment of the Longitude Holder Priority Bank Debt, including the payment of interest, costs, fees, expenses and the other Longitude Creditors and shall forthwith deliver the same indemnities constituting Priority Bank Debt, in each case, to the Longitude Holder for application extent then due and payable; THIRD, to the Longitude Obligationspayment of Excluded Term Loan Debt; and FOURTH, andafter a Lien Enforcement Action, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit payment of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors)Excluded Bank Debt. (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, the provisions regarding the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any Collateral.

Application of Collateral Proceeds. The proceeds and/or avails of the Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other amounts of any kind held by Collateral Agent or Lender, at the time of or received by Collateral Agent or Lender after the occurrence of an Event of Default hereunder) shall be paid to and applied as follows: (a) Notwithstanding anything First, to the contrary contained in payment of out-of-pocket costs and expenses, including all amounts expended to preserve the Longitude Documents value of the Collateral, of foreclosure or suit, if any, and of such sale and the DI Documents, each exercise of the Borrower, the Guarantor, the Longitude Holder (for itself and on behalf of each Longitude Creditor)any other rights or remedies, and the DI of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made hereunder by Collateral Agent (for itself and on behalf of each DI Creditor) agree that (i) the occurrence of a DI Event of Default shall constitute a Longitude Event of Defaultor Lender, and (ii) the occurrence of a Longitude Event of Default shall constitute a DI Event of Default.including Lender’s Expenses; (b) If a Longitude Event Second, to the payment to Lender of Default the amount then owing or a DI Event of Default shall have occurred, whether or not unpaid on the Revolving Loan for any Insolvency Proceeding has been commenced by or against the Borroweraccrued and unpaid interest, the Guarantor amounts which would have otherwise come due under Section 2.3(b)(ii), if the Revolving Loan had been voluntarily prepaid (together with a corresponding reduction in the Revolving Loan Commitment Amount), the principal balance of the Revolving Loan, and all other Obligations with respect to the Revolving Loan (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or any unpaid upon the Revolving Loan, then to the unpaid interest thereon, then to the amounts which would have otherwise come due under Section 2.3(b)(ii), if the Revolving Loan had been voluntarily prepaid, then to the principal balance of the Revolving Loan, and then to the payment of other debtor amounts then payable to Lender under any Longitude Document or any DI Document, of the Collateral and any proceeds received in connection with any Enforcement Action upon, or other collection on, the Collateral upon the exercise of remedies shall be applied to the Longitude Obligations and the DI Obligations on a pari passu and pro rata basis, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor (as applicableLoan Documents), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsements.; (c) Should any proceeds of Collateral be received by the DI Collateral Agent that are owed Third, to the Longitude Holder as provided in payment to Lender of the amount then owing or unpaid on the Term Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Section 3(b2.3(b)(ii), if the DI Collateral Agent shall receive and hold Term Loans had been voluntarily prepaid, the same in trust for the benefit principal balance of the Longitude Holder Term Loans, and the all other Longitude Creditors and shall forthwith deliver the same Obligations with respect to the Longitude Holder for application Term Loans (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Term Loans, then first, to the Longitude Obligationsunpaid interest thereon ratably, andsecond, until so deliveredto the amounts which would have otherwise come due under Section 2.3(b)(ii) ratably, if the same shall be held in trust by Term Loans had been voluntarily prepaid, third, to the DI Collateral Agent as the property principal balance of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed Term Loans ratably, and fourth, to the DI Collateral Agent or ratable payment of other amounts then payable to Lender under any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, Loan Documents); and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything Fourth, to the contrary contained in this Agreementpayment of the surplus, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note)if any, in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereofCo-Borrowers, then such DI Series 2 Note shall no longer be secured by the Collateral, their successors and provisions of this Section 3(b) and 3(c) including, without limitation, the provisions regarding the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply assigns or to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be Persons lawfully entitled to receive the benefits of any Collateral and shall not share in the proceeds of any Collateralsame.

Application of Collateral Proceeds. (a) Notwithstanding anything to the contrary contained in the Longitude Documents and the DI DocumentsSection 5.01 or this Section 5.02, each all proceeds of the Borrower, the Guarantor, the Longitude Holder (for itself and on behalf of each Longitude Creditor), and the DI Collateral received by any Collateral Agent (for itself and on behalf of each DI Creditor) agree that (i) the occurrence of a DI Event of Default shall constitute a Longitude Event of Default, and (ii) the occurrence of a Longitude Event of Default shall constitute a DI Event of Default. (b) If a Longitude Event of Default or a DI Event of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the Guarantor or any other debtor under any Longitude Document or any DI Document, the Collateral and any proceeds received in connection with any Enforcement Action upon, or other collection on, the Collateral upon pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of any of the Obligations shall each be, subject to the provisions of Section 2.14 and Section 2.15, applied as set forth in this clause (f), as follows (subject to adjustments pursuant to any agreements entered into among the Lenders): (i) first, ratably to pay any costs and expenses of the Agents and the Letter of Credit Issuer and fees then due to the Agents and Letter of Credit Issuer under the Credit Documents, and any indemnities then due to any Agent or the Letter of Credit Issuer under the Credit Documents until paid in full, (ii) second, ratably to pay fees then due to the Lenders under the Credit Documents and any premiums due to the Lenders or Letter of Credit Issuer under the Credit Documents, in each case until paid in full, (iii) third, ratably to pay any costs or expense reimbursements of Lenders and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Revolving Credit Loans until paid in full, (v) fifth, ratably (i) to pay the principal of all outstanding Revolving Credit Loans until paid in full and, during the continuance of an Event of Default described in Section 11.01(a) only, to concurrently and permanently reduce the Revolving Credit Commitments accordingly, (ii) to Administrative Agent, to be held by Administrative Agent, for the ratable benefit of the Letter of Credit Issuer and those Lenders having a Revolving Credit Commitment, to Cash Collateralize all issued and outstanding Letters of Credit to the extent not otherwise Cash Collateralized by the Borrowers pursuant to Section 3.01 and Section 2.14, (vi) sixth, ratably to pay interest due in respect of the outstanding Term Loans until paid in full, (vii) seventh, ratably to pay the outstanding principal balance of the Term Loans (in the inverse order of the maturity of the installments due thereunder) until the Term Loans are paid in full, (viii) eighth, to pay any other Obligations (including any Hedging Obligations under Specified Hedging Agreements and any Bank Product Obligations), in each case ratably as among the Persons entitled to such amounts, and (ix) ninth, to the Borrowers or such other Person entitled thereto under Applicable Law. Subject to Section 3.03, Section 3.04 and Section 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause fifth above shall be applied 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 Longitude Obligations and the DI Obligations on a pari passu and pro rata basisother Obligations, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cashif any, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor (as applicable), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as receivedorder set forth above. For the avoidance of doubt, with any necessary endorsements. (c) Should any proceeds of Collateral be in carrying out the foregoing, no payments received by the DI Collateral Administrative Agent that are owed to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same from any Credit Party shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed applied to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder Excluded Swap Obligations of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, the provisions regarding the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any CollateralCredit Party.

Application of Collateral Proceeds. The Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last sentence of this Section 10.8, apply all proceeds of Collateral in the following order: (aA) Notwithstanding anything first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the contrary contained Agent; (B) second, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Longitude Documents Lenders and the DI DocumentsIssuer; (C) third, each to pay interest due in respect of the Loans and L/C Obligations; (D) fourth, to the ratable payment of principal outstanding on the Loans, Obligations for unreimbursed drawings under all Letters of Credit and net termi nation amounts payable in respect of Rate Hedging Obligations (with the order of application to the installments of any particular Loan, Obligation for any unreimbursed drawing under any Letter of Credit or net termination amount payable in respect of Rate Hedging Obligation to be determined by the Agent in its sole 98 105 discretion); (E) fifth, to provide required cash collateral if any pursuant to Section 8.2; and (F) sixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.8 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Agent and the Lenders as among themselves. The order of priority set forth in clauses (B) through (F) of this Section 10.8 may at any time and from time to time be changed with the consent of 100% of the Lenders without necessity of notice to or consent of or approval by the Borrower, the Guarantor, the Longitude Holder (for itself and on behalf of each Longitude Creditor), and the DI Collateral Agent (for itself and on behalf of each DI Creditor) agree that (i) the occurrence of a DI Event of Default shall constitute a Longitude Event of Default, and (ii) the occurrence of a Longitude Event of Default shall constitute a DI Event of Default. (b) If a Longitude Event of Default or a DI Event of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the Guarantor or any other debtor under any Longitude Document or any DI Document, the Collateral and any proceeds received Person. The order of priority set forth in connection with any Enforcement Action upon, or other collection on, the Collateral upon the exercise of remedies shall be applied to the Longitude Obligations and the DI Obligations on a pari passu and pro rata basis, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor clause (as applicable), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsements. (cA) Should any proceeds of Collateral be received by the DI Collateral Agent that are owed to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, 10.8 may be changed only with the provisions regarding prior written consent of the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any CollateralAgent.

Application of Collateral Proceeds. (a) Notwithstanding anything to the contrary contained in the Longitude Documents and the DI DocumentsSection 5.01 or this Section 5.02, each all proceeds of the Borrower, the Guarantor, the Longitude Holder (for itself and on behalf of each Longitude Creditor), and the DI Collateral received by Agent (for itself and on behalf of each DI Creditor) agree that (i) the occurrence of a DI Event of Default shall constitute a Longitude Event of Default, and (ii) the occurrence of a Longitude Event of Default shall constitute a DI Event of Default. (b) If a Longitude Event of Default or a DI Event of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the Guarantor or any other debtor under any Longitude Document or any DI Document, the Collateral and any proceeds received in connection with any Enforcement Action upon, or other collection on, the Collateral upon pursuant to the exercise of remedies against the Collateral, and all payments received upon and after the acceleration of any of the Obligations shall be, subject to the provisions of Section 2.14 and Section 2.15, applied as set forth in this clause (e), as follows: (i) first, to pay any costs and expenses of the Agent under the Credit Documents, including any indemnities then due to Agent under the Credit Documents, until paid in full, (ii) second, to pay and fees or premiums then due to the Agent or any of the Lenders under the Credit Documents until paid in full, (iii) third, ratably to pay any costs or expense reimbursements of Lenders and indemnities then due to any of the Lenders under the Credit Documents until paid in full, (iv) fourth, ratably to pay interest due in respect of the outstanding Revolving Loans and the Term Loans until paid in full, (v) fifth, (i) ratably to pay the principal of all outstanding Revolving Loans until paid in full, (ii) to Agent, to be held by Agent for the ratable benefit of the Letter of Credit Issuer and those Lenders having a Revolving Loan Commitment to Cash Collateralize all issued and outstanding Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 3.01 and Section 2.14, and (iii) ratably to pay the outstanding principal balance of the Term Loan until the Term Loan is paid in full, (vi) sixth, to pay any other Obligations, and (vii) seventh, to Borrower or such other Person entitled thereto under Applicable Law. Subject to Section 3.03, Section 3.04 and Section 2.14, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause fifth above shall be applied 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 Longitude Obligations and the DI Obligations on a pari passu and pro rata basis, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor (as applicable), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsements. (c) Should any proceeds of Collateral be received by the DI Collateral Agent that are owed to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note)if any, in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, the provisions regarding the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any Collateralorder set forth above.

Application of Collateral Proceeds. (a) Notwithstanding anything to the contrary contained in the Longitude Documents and the DI Documents, each Each of the BorrowerLenders hereby agrees that the Administrative Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, under the Guarantor, Domestic Security Agreement or any other Collateral Document securing the Longitude Holder (for itself and on behalf of each Longitude Creditor), and the DI Collateral Agent (for itself and on behalf of each DI Creditor) agree that U.S. Obligations as follows: (i) FIRST, to the occurrence payment of a DI Event of Default shall constitute a Longitude Event of Default, all costs and (ii) expenses incurred by the occurrence of a Longitude Event of Default shall constitute a DI Event of Default. (b) If a Longitude Event of Default Administrative Agent in connection with such collection or a DI Event of Default shall have occurred, whether sale or not any Insolvency Proceeding has been commenced by or against the Borrower, the Guarantor or any other debtor under any Longitude Document or any DI Document, the Collateral and any proceeds received otherwise in connection with any Enforcement Action uponLoan Document or any of the Secured Obligations, or other collection onincluding all court costs and the fees and expenses of its agents and legal counsel, the Collateral upon repayment of all advances made by the Administrative Agent under any Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection with the exercise of remedies shall be applied to the Longitude Obligations and the DI Obligations on a pari passu and pro rata basisany right or remedy under any Loan Document; (ii) SECOND, until the Longitude Obligations and Discharge of Revolving Lender Claims has occurred, to the DI Obligations shall have been indefeasibly paid payment in full of the Secured Revolving Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in cash. When accordance with the Longitude amounts of the Secured Revolving Obligations and DI Obligations have been indefeasibly paid owed to them on the date of any such distribution); (iii) THIRD, to the payment in full of the U.S. Term Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in cashaccordance with the amounts of the U.S. Term Obligations owed to them on the date of any such distribution); and (iv) FOURTH, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower Loan Parties, their successors or the Guarantor (as applicable)assigns, or as a court of competent jurisdiction may otherwise direct. (b) So long as the Discharge of Revolving Lender Claims has not occurred, any Collateral, or any proceeds of Collateral or proceeds thereof payment with respect thereto, received by the Term Lenders in connection with the exercise of any right or remedy (including any right of setoff) or in connection with any Insolvency or Liquidation Proceeding of any Grantor in contravention of the allocation priority set forth in paragraph (a) of this Section shall be segregated and held by it in trust for the benefit of and forthwith transferred or paid over to the Administrative Agent for the benefit of the other Secured Parties in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, and the Administrative Agent shall apply such proceeds as provided in such paragraph (a), provided that if, in connection with any Insolvency or Liquidation Proceeding of any Grantor, any securities (including debt securities and equity securities; collectively, the “New Securities”) are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan on account of the Secured Revolving Obligations and on account of the U.S. Term Obligations, the holders of the U.S. Term Obligations shall be entitled to retain any such New Securities distributed under any such plan only if such New Securities are subject to transfer and payment over to the Administrative Agent, for the benefit of the other Secured Parties, on the terms and conditions set forth in this Section 9.24; provided further that, so long as the Discharge of Revolving Lender Claims has not occurred, any payments received by the Term Lenders in respect of such New Securities shall be transferred or paid to the Administrative Agent for the benefit of the other Secured Parties in accordance with this Section 9.24(b). The provisions of Sections 9.24 and 9.25 will survive the distribution of such New Securities pursuant to such plan and will remain in full force and effect in respect of such New Securities as if the obligations in respect of such New Securities constituted Secured Revolving Obligations and U.S. Term Obligations, respectively, hereunder. For purposes of the second proviso to this Section 9.24(b), a “Discharge of Revolving Lender Claims” shall not have occurred until the Revolving Lenders shall have been paid in full in cash in an amount equal to (without duplication) (i) all principal, interest (including interest accruing during the pendency of any such Insolvency or Liquidation Proceeding, regardless of whether or not allowed in such Insolvency or Liquidation Proceeding) and other Secured Revolving Obligations under this Agreement (or, with respect to Letters of Credit outstanding hereunder, either termination thereof or delivery of cash collateral in respect thereof on terms substantially similar to those in Section 2.05(j) of this Agreement (or, in lieu of such cash collateral, enter into a backstop letter of credit in favor of the Administrative Agent, in form reasonably satisfactory to the Administrative Agent, in an amount equal to 105% of the face amount of such Letters of Credit)), in each case as such Secured Revolving Obligations are valued immediately prior to the commencement of such Insolvency or Liquidation Proceeding (but taking into account interest accruing during the pendency of such Insolvency or Liquidation Proceeding, regardless of whether or not allowed in such Insolvency or Liquidation Proceeding), plus (ii) all other Secured Revolving Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid, in each case (A) as such Secured Revolving Obligations are valued immediately prior to the commencement of such Insolvency or Liquidation Proceeding and (B) other than contingent indemnities and costs and reimbursement obligations to the extent no claim has been made, minus (iii) the value as of the date the applicable plan of reorganization or similar dispositive restructuring plan becomes effective of any such New Securities, as well as the value as of such date of any other Collateral or proceeds thereof, distributed to the holders of Secured Revolving Obligations under such plan or during the pendency of such Insolvency or Liquidation Proceeding. The Administrative Agent is hereby authorized to make any such endorsements as agent for the Term Lenders. This authorization is coupled with an interest and is irrevocable but shall terminate automatically upon the Discharge of Revolving Lender Claims. (c) Should any proceeds of Collateral be received by the DI Collateral Agent that are owed With respect to the Longitude Holder as provided value of any payments or distributions in Section 3(b)cash, the DI Collateral Agent shall receive and hold the same in trust property or other assets that any holder of U.S. Term Obligations pays over to or for the benefit of any holder of Secured Revolving Obligations under the Longitude Holder and the other Longitude Creditors and terms of this Agreement, such holder of U.S. Term Obligations shall forthwith deliver the same be subrogated to the Longitude Holder for application to rights of the Longitude holders of Secured Revolving Obligations, andprovided that such holder of U.S. Term Obligations hereby agrees not to assert or enforce any such rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of Revolving Lender Claims has occurred. Each Grantor acknowledges and agrees that the value of any payments or distributions in cash, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be or other assets received by the Longitude Holder holders of U.S. Term Obligations that are owed paid over to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and any holder of Secured Revolving Obligations shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property not reduce any of the DI Collateral Agent (as agent for the DI Creditors)U.S. Term Obligations. (d) Notwithstanding anything to Each of the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event Lenders hereby acknowledges that the holder terms of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note the Collateral Documents shall no longer be secured by govern the rights of the Lenders in respect of the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, the provisions regarding the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any Collateral.

Application of Collateral Proceeds. The Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be CKE SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT consistent with the last sentence of this Section 10.8, apply all proceeds of Collateral in the following order: (aA) Notwithstanding anything first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the contrary contained Administrative Agent; (B) second, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Longitude Documents Co-Syndication Agents, the Lenders and the DI DocumentsIssuer; (C) third, each to pay interest due in respect of the Loans and L/C Obligations; (D) fourth, to the ratable payment of principal outstanding on the Loans, Obligations for unreimbursed drawings under all Letters of Credit and net termination amounts payable in respect of Rate Hedging Obligations (with the order of application to the installments of any particular Loan, Obligation for any unreimbursed drawing under any Letter of Credit or net termination amount payable in respect of Rate Hedging Obligation to be determined by the Administrative Agent in its sole discretion); (E) fifth, to provide required cash collateral if any pursuant to Section 8.2; and (F) sixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.8 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Agents and the Lenders as among themselves. The order of priority set forth in clauses (B) through (F) of this Section 10.8 may at any time and from time to time be changed with the consent of 100% of the Lenders without necessity of notice to or consent of or approval by the Borrower, the Guarantor, the Longitude Holder (for itself and on behalf of each Longitude Creditor), and the DI Collateral Agent (for itself and on behalf of each DI Creditor) agree that (i) the occurrence of a DI Event of Default shall constitute a Longitude Event of Default, and (ii) the occurrence of a Longitude Event of Default shall constitute a DI Event of Default. (b) If a Longitude Event of Default or a DI Event of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the Guarantor or any other debtor under any Longitude Document or any DI Document, the Collateral and any proceeds received Person. The order of priority set forth in connection with any Enforcement Action upon, or other collection on, the Collateral upon the exercise of remedies shall be applied to the Longitude Obligations and the DI Obligations on a pari passu and pro rata basis, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor clause (as applicable), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsements. (cA) Should any proceeds of Collateral be received by the DI Collateral Agent that are owed to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, 10.8 may be changed only with the provisions regarding prior written consent of the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any CollateralAdministrative Agent.

Application of Collateral Proceeds. The Agent shall, ---------------------------------- unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last sentence of this Section 10.8, apply ------------ all proceeds of Collateral in the following order: (aA) Notwithstanding anything first, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the contrary contained Agent; 110 (B) second, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Longitude Documents Lenders and the DI DocumentsIssuer; (C) third, each to pay interest due in respect of the Loans and L/C Obligations; (D) fourth, to the ratable payment of principal outstanding on the Loans, Obligations for unreimbursed drawings under all Letters of Credit and net termination amounts payable in respect of Rate Hedging Obligations (with the order of application to the installments of any particular Loan, Obligation for any unreimbursed drawing under any Letter of Credit or net termination amount payable in respect of Rate Hedging Obligation to be determined by the Agent in its sole discretion); (E) fifth, to provide required cash collateral if any pursuant to Section 8.2; and ----------- (F) sixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 10.8 and the related provisions ------------ of this Agreement are set forth solely to determine the rights and priorities of the Agent and the Lenders as among themselves. The order of priority set forth in clauses (B) through (F) of this Section 10.8 may at any time and from time to ------------ time be changed with the consent of 100% of the Lenders without necessity of notice to or consent of or approval by the Borrower, the Guarantor, the Longitude Holder (for itself and on behalf of each Longitude Creditor), and the DI Collateral Agent (for itself and on behalf of each DI Creditor) agree that (i) the occurrence of a DI Event of Default shall constitute a Longitude Event of Default, and (ii) the occurrence of a Longitude Event of Default shall constitute a DI Event of Default. (b) If a Longitude Event of Default or a DI Event of Default shall have occurred, whether or not any Insolvency Proceeding has been commenced by or against the Borrower, the Guarantor or any other debtor under any Longitude Document or any DI Document, the Collateral and any proceeds received Person. The order of priority set forth in connection with any Enforcement Action upon, or other collection on, the Collateral upon the exercise of remedies shall be applied to the Longitude Obligations and the DI Obligations on a pari passu and pro rata basis, until the Longitude Obligations and the DI Obligations shall have been indefeasibly paid in full in cash. When the Longitude Obligations and DI Obligations have been indefeasibly paid in full in cash, the Longitude Holder and the DI Collateral Agent shall deliver promptly to the Borrower or the Guarantor clause (as applicable), or as a court of competent jurisdiction may direct, any Collateral or proceeds thereof held by it in the same form as received, with any necessary endorsements. (cA) Should any proceeds of Collateral be received by the DI Collateral Agent that are owed to the Longitude Holder as provided in Section 3(b), the DI Collateral Agent shall receive and hold the same in trust for the benefit of the Longitude Holder and the other Longitude Creditors and shall forthwith deliver the same to the Longitude Holder for application to the Longitude Obligations, and, until so delivered, the same shall be held in trust by the DI Collateral Agent as the property of the Longitude Holder. Should any proceeds of Collateral be received by the Longitude Holder that are owed to the DI Collateral Agent or any DI Holder as provided in Section 3(b), the Longitude Holder shall receive and hold the same in trust for the benefit of the DI Collateral Agent and the other DI Creditors and shall forthwith deliver the same to the DI Collateral Agent for application to the DI Obligations, and, until so delivered, the same shall be held in trust by the Longitude Holder as the property of the DI Collateral Agent (as agent for the DI Creditors). (d) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence of a Qualified Transaction (as such term is defined in a DI Series 2 Note), in the event that the holder of such DI Series 2 Note elects to retain its DI Series 2 Note pursuant to Section 4.1(b) thereof, then such DI Series 2 Note shall no longer be secured by the Collateral, and provisions of this Section 3(b) and 3(c) including, without limitation, 10.8 may be changed ------------ only with the provisions regarding prior written consent of the sharing of Collateral between the Longitude Holder, the DI Collateral Agent and the DI Creditors, shall no longer apply to the parties hereto with respect to such holder of such DI Series 2 Note. Such Series 2 Note that is unsecured as provided in this Section 3(d) shall not be entitled to the benefits of any Collateral and shall not share in the proceeds of any CollateralAgent.