Common use of Application of Payments and Proceeds Clause in Contracts

Application of Payments and Proceeds. (a) Notwithstanding anything herein or in any other Loan Document to the contrary, (x) Agent may, at its election at any time following the occurrence and during the continuance of an Event of Default, and (y) Agent shall, at any time after the Revenue-Based Premium, the principal amount of the Loan and all other Obligations have become or have been declared to be immediately due and payable pursuant to Section 9.2 (or have automatically become immediately due and payable as set forth in Section 9.2), apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, as follows: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loan and Commitments, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of that portion of the Obligations constituting Revenue-Based Payments or other amounts that, prior to acceleration, were required to be (but were not) applied to the Revenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, to payment of that portion of the Obligations constituting the Revenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (v) FIFTH, to the payment of all principal of the Loan, pro rata based on each Lender’s Pro Rata Term Loan Share; (vi) SIXTH, to the payment of all other Obligations, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTH, all remaining amounts to the Borrowers. (b) Upon a prepayment pursuant to Section 2.8.1(c) or Section 2.8.2(a), Agent shall apply such prepayment as follows: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities (other than the Change of Control Prepayment Fee, Prepayment Fee and Exit Fee) due and owing to Lenders in respect of the Loan and Commitments, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of that portion of the Obligations constituting Revenue-Based Payments or other amounts that, prior to such prepayment, were required to be (but were not) applied to the Revenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, to payment of the Change of Control Prepayment Fee, Prepayment Fee and Exit Fee, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (v) FIFTH, to the payment of all principal of the Loan, pro rata based on each Lender’s Pro Rata Term Loan Share; (vi) SIXTH, to the payment of all other Obligations, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTH, all remaining amounts to the Borrowers.

Application of Payments and Proceeds. (a) Notwithstanding anything herein or in any other Loan Document to the contrary, (x) Agent may, at its election at any time following Upon the occurrence and during the continuance of an Event of Default, Default and (y) Agent shall, at any time after the Revenue-Based Premium, acceleration of the principal amount of any of the Loans, all payments and proceeds in respect of any of the Obligations received by the Agent or any other Secured Party under any Loan and all Document, including any proceeds of any sale of, or other Obligations have become or have been declared to be immediately due and payable pursuant to Section 9.2 (or have automatically become immediately due and payable as set forth in Section 9.2)realization upon, apply all or any part of payments in respect of the Obligations and proceeds of Collateral or the Collateral, in each case as received shall, subject to Section 4.2, be applied by Agent, the Agent as follows: (i) FIRSTfirst, to the payment of all fees, costs, indemnities, liabilities, obligations and expenses and indemnities due and incurred by or owing to the Agent under (in its capacity as such) with respect to this Agreement Agreement, the other Loan Documents or the Collateral, including any Protective Advances made by the Agent pursuant to, and in accordance with, Section 2.2; (ii) second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any other Secured Party with respect to this Agreement, the other Loan DocumentDocuments or the Collateral; (iii) third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); (iv) fourth, to the principal amount of the Obligations, including to Cash Collateralize existing obligations with respect to LC Obligations in compliance with Section 2.3.3, and, an amount up to $6,500,000.00, to the Obligations owing to any counterparty in respect of any Lender Hedging Agreement; (v) fifth, to any other Obligations owing to the Agent or any other Secured Party under the Loan Documents and to the remaining Obligations owing to any counterparty in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral;any Lender Hedging Agreement; and (iivi) SECONDsixth, to the payment of the Default Premium and all feessurplus (if any) to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, costs, expenses and indemnities due and owing to Lenders (a) amounts received shall be applied in respect of the Loan and Commitments, pro rata based on each Lender’s Pro Rata Term Loan Share, numerical order provided until Paid in Full; (iii) THIRD, exhausted prior to the payment of that portion of the Obligations constituting Revenue-Based Payments or other amounts that, prior to acceleration, were required to be (but were not) applied application to the Revenue-Based Premiumnext succeeding category, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, to payment of that portion of the Obligations constituting the Revenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (v) FIFTH, to the payment of all principal of the Loan, pro rata based on each Lender’s Pro Rata Term Loan Share; (vi) SIXTH, to the payment of all other Obligations, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTH, all remaining amounts to the Borrowers. and (b) Upon each of the Persons entitled to receive a prepayment payment in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category. Excluded Swap Obligations with respect to Section 2.8.1(c) any Obligor shall not be paid with amounts received from such Obligor or Section 2.8.2(a)its assets, Agent but appropriate adjustments shall apply be made with respect to such prepayment as follows: (i) FIRST, payments from other Obligors to preserve the allocation to the payment of all fees, costs, expenses and indemnities due and owing to Agent under Obligations set forth above in this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities (other than the Change of Control Prepayment Fee, Prepayment Fee and Exit Fee) due and owing to Lenders in respect of the Loan and Commitments, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of that portion of the Obligations constituting Revenue-Based Payments or other amounts that, prior to such prepayment, were required to be (but were not) applied to the Revenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, to payment of the Change of Control Prepayment Fee, Prepayment Fee and Exit Fee, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (v) FIFTH, to the payment of all principal of the Loan, pro rata based on each Lender’s Pro Rata Term Loan Share; (vi) SIXTH, to the payment of all other Obligations, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTH, all remaining amounts to the BorrowersSection 10.7.

Application of Payments and Proceeds. (a) Notwithstanding Following the occurrence and during the continuance of an Event of Default, or if the Obligations have otherwise become or have been declared to become immediately due and payable in accordance with this Agreement, then notwithstanding anything herein or in any other Loan Document to the contrary, (x) Agent may, at its election at any time following the occurrence and during the continuance of an Event of Default, and (y) Agent shall, at any time after the Revenue-Based Premium, the principal amount of the Loan and all other Obligations have become or have been declared to be immediately due and payable pursuant to Section 9.2 (or have automatically become immediately due and payable as set forth in Section 9.2), shall apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, as followsto the payment of the Obligations in the following order: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loan and CommitmentsLoans, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of that portion all accrued and unpaid interest due and owing to Lenders in respect of the Obligations constituting Revenue-Based Payments or other amounts that, prior to acceleration, were required to be (but were not) applied to the Revenue-Based PremiumLoans, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, to the payment of that portion all principal of the Obligations constituting the Revenue-Based PremiumLoans due and owing, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (v) FIFTH, to the payment of all principal of the Loan, pro rata based on each Lender’s Pro Rata Term Loan Share; (vi) SIXTH, to the payment of all other Obligations, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTH, all remaining amounts to the Borrowers. (b) Upon a prepayment pursuant to Section 2.8.1(c) or Section 2.8.2(a), Agent shall apply such prepayment as follows: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities (other than the Change of Control Prepayment Fee, Prepayment Fee and Exit Fee) due and owing to Lenders in respect of the Loan and Commitmentseach Lender, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of that portion of the Obligations constituting Revenue-Based Payments or other amounts that, prior to such prepayment, were required to be (but were not) applied to the Revenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, to payment of the Change of Control Prepayment Fee, Prepayment Fee and Exit Fee, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (v) FIFTH, to the payment of all principal of the Loan, pro rata based on each Lender’s Pro Rata Term Loan Share;; and (vi) SIXTH, to the payment of all other Obligations, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTH, all remaining amounts Borrower or whomsoever may be entitled to the Borrowerssuch amount by applicable law.

Application of Payments and Proceeds. (a) Notwithstanding Except as set forth in Section 2.10.2 and Section 2.10.3, and subject to the provisions of Sections 2.12.2(b) and 2.12.2(c) below, each payment of principal shall be applied to such Loans as Administrative Borrower shall direct by notice to be received by Agent on or before the date of such payment or, in the absence of such notice, as Agent shall determine in its discretion. Concurrently with each remittance to any Lender of its share of any such payment, Agent shall advise such Lender as to the application of such payment. (b) If an Acceleration Event shall have occurred and be continuing, notwithstanding anything herein or in any other Loan Document to the contrary, (x) Agent may, at its election at any time following the occurrence and during the continuance of an Event of Default, and (y) Agent shall, at any time after the Revenue-Based Premium, the principal amount of the Loan and all other Obligations have become or have been declared to be immediately due and payable pursuant to Section 9.2 (or have automatically become immediately due and payable as set forth in Section 9.2), shall apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, as followsto the payment of the Obligations in the following order: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the CollateralCollateral (whether or not such Obligations are then due and owing to Agent), until Paid in Full; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loan and Commitments, pro rata based on each Lender’s Pro Rata Term Loan ShareLenders, until Paid in Full; (iii) THIRD, to the payment of that portion of the Obligations constituting Revenue-Based Payments or other amounts that, prior all accrued and unpaid interest and fees due and owing to acceleration, were required to be (but were not) applied to the Revenue-Based PremiumLenders, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iv) FOURTH, to the payment of that portion all principal of the Obligations constituting the Revenue-Based Premium, Term Loans due and owing pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof along with applicable Call Premium, until Paid in Full; (v) FIFTH, pro rata to the payment cash collateralize Obligations consisting of all principal of the LoanTerm Loans not yet due and owing, pro rata based on each Lender’s Pro Rata Term Loan Share;Share thereof, until Paid in Full; and (vi) SIXTH, to the payment of all other ObligationsObligations owing to each Lender, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTHShare thereof, all remaining amounts to the Borrowersuntil Paid in Full. (bc) Upon a prepayment pursuant If an Event of Default shall have occurred and be continuing but an Acceleration Event shall not exist, notwithstanding anything herein or in any other Loan Document to Section 2.8.1(c) or Section 2.8.2(a)the contrary, Agent shall apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, to the payment of the Obligations in such prepayment order as followsAgent may elect. In the absence of a specific determination by Agent, payments in respect of the Obligations and proceeds of Collateral received by Agent shall be applied in the following order: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the CollateralCollateral (whether or not such Obligations are then due and owing to Agent), until Paid in Full; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities (other than the Change of Control Prepayment Fee, Prepayment Fee and Exit Fee) due and owing to Lenders in respect of the Loan and Commitments, pro rata based on each Lender’s Pro Rata Term Loan ShareLenders, until Paid in Full; (iii) THIRD, to the payment of that portion of the Obligations constituting Revenue-Based Payments or other amounts that, prior all accrued and unpaid interest and fees due and owing to such prepayment, were required to be (but were not) applied to the Revenue-Based PremiumLenders, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iv) FOURTH, to the payment of the Change all principal of Control Prepayment Fee, Prepayment Fee Loans then due and Exit Feeowing, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof along with any applicable Call Premium, until Paid in Full; (v) FIFTH, pro rata to the payment cash collateralize Obligations consisting of all principal of the LoanTerm Loans not yet due and owing, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (vi) SIXTH, to the payment of all other ObligationsObligations due and owing to each Lender, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTHShare thereof, all remaining amounts to the Borrowersuntil Paid in Full.

Application of Payments and Proceeds. (a) Notwithstanding Except as set forth in Section 2.10.2 and Section 2.10.3, and subject to the provisions of Sections 2.12.2(b) and 2.12.2(c) below, each payment of principal shall be applied to such Loans as Administrative Borrower shall direct by notice to be received by Agent on or before the date of such payment or, in the absence of such notice, as Agent shall determine in its discretion. Concurrently with each remittance to any Lender of its share of any such payment, Agent shall advise such Lender as to the application of such payment. (b) If an Acceleration Event shall have occurred and be continuing, notwithstanding anything herein or in any other Loan Document to the contrary, (x) Agent may, at its election at any time following the occurrence and during the continuance of an Event of Default, and (y) Agent shall, at any time after the Revenue-Based Premium, the principal amount of the Loan and all other Obligations have become or have been declared to be immediately due and payable pursuant to Section 9.2 (or have automatically become immediately due and payable as set forth in Section 9.2), shall apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, as followsto the payment of the Obligations in the following order: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the CollateralCollateral (whether or not such Obligations are then due and owing to Agent), until Paid in Full; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loan and Commitments, pro rata based on each Lender’s Pro Rata Term Loan ShareLenders, until Paid in Full; (iii) THIRD, to the payment of that portion of the Obligations constituting Revenue-Based Payments or other amounts that, prior all accrued and unpaid interest and fees due and owing to acceleration, were required to be (but were not) applied to the Revenue-Based PremiumLenders, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iv) FOURTH, to the payment of that portion all principal of the Loans due and owing and to provide Letter of Credit Collateralization in respect of outstanding Letters of Credit in a manner consistent with the provisions of Section 8.2, pro rata based on each Lender’s Pro Rata Share thereof, until Paid in Full; (v) FIFTH, pro rata to (A) the payment of Revolving Loans not then due and owing, pro rata based on each Lender’s Pro Rata Revolving Share thereof, until Paid in Full, (B) cash collateralize Obligations constituting the Revenue-Based Premiumconsisting of Term Loans not yet due and owing, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; , and (vC) FIFTHLetters of Credit (in the case of such Letters of Credit, to in a manner consistent with the payment provisions of all principal of the LoanSection 8.2), pro rata based on each Lender’s Pro Rata Term Loan ShareRevolving Share thereof, until Paid in Full; (vi) SIXTH, to the payment of all Secured Hedging Obligations, pro rata in accordance with each Lender’s (or one of its Affiliate’s) share thereof, until Paid in Full; and (vii) SEVENTH, to the payment of all other ObligationsObligations owing to each Lender, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTHShare thereof, all remaining amounts to the Borrowersuntil Paid in Full. (bc) Upon a prepayment pursuant If an Event of Default shall have occurred and be continuing but an Acceleration Event shall not exist, notwithstanding anything herein or in any other Loan Document to Section 2.8.1(c) or Section 2.8.2(a)the contrary, Agent shall apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, to the payment of the Obligations in such prepayment order as followsAgent may elect. In the absence of a specific determination by Agent, payments in respect of the Obligations and proceeds of Collateral received by Agent shall be applied in the following order: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the CollateralCollateral (whether or not such Obligations are then due and owing to Agent), until Paid in Full; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities (other than the Change of Control Prepayment Fee, Prepayment Fee and Exit Fee) due and owing to Lenders in respect of the Loan and Commitments, pro rata based on each Lender’s Pro Rata Term Loan ShareLenders, until Paid in Full; (iii) THIRD, to the payment of that portion of the Obligations constituting Revenue-Based Payments or other amounts that, prior all accrued and unpaid interest and fees due and owing to such prepayment, were required to be (but were not) applied to the Revenue-Based PremiumLenders, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iv) FOURTH, to the payment of all principal of Loans then due and owing, pro rata based on each Lender’s Pro Rata Share thereof, until Paid in Full; (v) FIFTH, the Change payment of Control Prepayment FeeRevolving Loans not then due and owing, Prepayment Fee pro rata based on each Lender’s Pro Rata Revolving Share thereof, until paid in full; (vi) SIXTH, pro rata to (A) cash collateralize Obligations consisting of Term Loans not yet due and Exit Feeowing, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; , and (vB) FIFTHprovide Letter of Credit Collateralization for Letters of Credit (in the case of such Letters of Credit, to in a manner consistent with the payment provisions of all principal of the LoanSection 8.2), pro rata based on each Lender’s Pro Rata Term Loan ShareRevolving Share thereof, until Paid in Full; (vivii) SIXTHSEVENTH, to the payment of all Secured Hedging Obligations, pro rata in accordance with each Lender’s (or one of its Affiliate’s) share thereof, until Paid in Full; and (viii) EIGHTH, to the payment of all other ObligationsObligations due and owing to each Lender, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTHShare thereof, all remaining amounts to the Borrowersuntil Paid in Full.

Application of Payments and Proceeds. (a) Notwithstanding anything herein or in any other Loan Document to After the contrary, (x) Agent may, at its election at any time following the occurrence and during the continuance acceleration of an Event of Default, and (y) Agent shall, at any time after the Revenue-Based Premium, the principal amount of any of the Loan Loans in accordance with Section 8.2, all payments and all proceeds in respect of any of the Obligations received by any Agent or any Lender under any Credit Document, including any proceeds of any sale of, or other Obligations have become or have been declared to be immediately due and payable pursuant to Section 9.2 (or have automatically become immediately due and payable as set forth in Section 9.2)realization upon, apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, shall be applied as follows: (i) FIRSTfirst, to the payment of all fees, costs, indemnities, liabilities, obligations and expenses (including the fees and indemnities due and expenses of counsel) incurred by or owing to the Administrative Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral Agent with respect to this Agreement, the other Credit Documents or to preserve or protect its security interest in the Collateral; (ii) SECONDsecond, to the payment of the Default Premium and all fees, costs, indemnities, liabilities, obligations and expenses and indemnities due and incurred by or owing to Lenders in any Lender with respect of to this Agreement, the Loan and Commitments, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Fullother Credit Documents or the Collateral; (iii) THIRDthird, to the payment of that portion principal amount of the Obligations constituting Revenue-Based Payments or other amounts thatunpaid principal of the Loans, prior to acceleration, were required to be (but were not) applied ratably among the applicable Secured Parties in proportion to the Revenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid respective amounts described in Fullthis clause third held by them; (iv) FOURTHfourth, to payment any other Indebtedness or obligations of that portion of any Credit Party owing to the Obligations constituting Administrative Agent, the Revenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full;Collateral Agent or any Lender under the Credit Documents; and (v) FIFTHfifth, to the payment Borrower or to whoever may be lawfully entitled to receive such balance or as a court of all principal of the Loan, pro rata based on each Lender’s Pro Rata Term Loan Share; (vi) SIXTH, competent jurisdiction may direct to the payment of all other ObligationsBorrower. In carrying out the foregoing, pro rata based on each Lender’s Pro Rata Term Loan Share; and (viia) SEVENTH, all remaining amounts received shall be applied in the numerical order provided until exhausted prior to the Borrowers. application to the next succeeding category, and (b) Upon each of the Persons entitled to receive a prepayment payment in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category. Each Credit Party irrevocably waives the right to Section 2.8.1(c) direct the application of any and all payments at any time or Section 2.8.2(a)times thereafter received by the Administrative Agent or the Collateral Agent from or on behalf of any Credit Party, and, as between each Credit Party on the one hand and the Administrative Agent, the Collateral Agent and the other Secured Parties on the other, the Administrative Agent shall have the continuing and exclusive right to apply such prepayment as follows: (i) FIRST, and to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or reapply any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities (other than the Change of Control Prepayment Fee, Prepayment Fee and Exit Fee) due and owing to Lenders in respect of the Loan and Commitments, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of that portion of payments received against the Obligations constituting Revenue-Based Payments or other amounts that, prior to in such prepayment, were required to be (but were not) applied to manner as the Revenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, to payment of Administrative Agent may deem advisable notwithstanding any previous application by the Change of Control Prepayment Fee, Prepayment Fee and Exit Fee, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (v) FIFTH, to the payment of all principal of the Loan, pro rata based on each Lender’s Pro Rata Term Loan Share; (vi) SIXTH, to the payment of all other Obligations, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTH, all remaining amounts to the BorrowersAdministrative Agent.

Application of Payments and Proceeds. (a) Notwithstanding Except as set forth in Section 2.10.2 and Section 2.10.3. and subject to the provisions of Sections 2.12.2(b) and 2.12.2(c) below, each payment of principal shall be applied to such Loans as Administrative Borrower shall direct by notice to be received by Agent on or before the date of such payment or, in the absence of such notice, as Agent shall determine in its discretion. Concurrently with each remittance to any Lender of its share of any such payment. Agent shall advise such Lender as to the application of such payment. (b) If an Acceleration Event shall have occurred and be continuing, notwithstanding anything herein or in any other Loan Document to the contrary, (x) Agent may, at its election at any time following the occurrence and during the continuance of an Event of Default, and (y) Agent shall, at any time after the Revenue-Based Premium, the principal amount of the Loan and all other Obligations have become or have been declared to be immediately due and payable pursuant to Section 9.2 (or have automatically become immediately due and payable as set forth in Section 9.2), shall apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, as followsto the payment of the Obligations in the following order: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the CollateralCollateral (whether or not such Obligations are then due and owing to Agent), until paid in full; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loan and CommitmentsLenders, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid paid in Fullfull; (iii) THIRD, to the payment of that portion of the Obligations constituting Revenue-Based Payments or other amounts that, prior all accrued and unpaid interest due and owing to acceleration, were required to be (but were not) applied to the Revenue-Based PremiumLenders, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid paid in Fullfull; (iv) FOURTH, to the payment of that portion all principal of the Loans due and owing and to cash collateralize Obligations constituting in respect of outstanding Letters of Credit in a manner consistent with the Revenue-Based Premiumprovisions of Section 8.2, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid paid in Fullfull; (v) FIFTH, to the payment of all principal of the LoanHedging Obligations due and owing to any Lender or its Affiliates, pro rata based on in accordance with each Lender’s Pro Rata Term Loan Share;(or one of its Affiliate’s) share thereof, until paid in full; and (vi) SIXTH, to the payment of all other ObligationsObligations owing to each Lender, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTHShare thereof, all remaining amounts to the Borrowersuntil paid in full. (bc) Upon a prepayment pursuant If an Event of Default shall have occurred and be continuing but an Acceleration Event shall not exist, notwithstanding anything herein or in any other Loan Document to Section 2.8.1(c) or Section 2.8.2(a)the contrary, Agent shall apply all or any part of payments in respect of the obligations and proceeds of Collateral, in each case as received by Agent, to the payment of the Obligations in such prepayment order as follows:Agent may elect. In the absence of a specific determination by Agent, payments in respect of the Obligations and proceeds of Collateral received by Agent shall be applied in the following order; (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral;Collateral (whether or not such Obligations are then due and owing to Agent), until paid in full: (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities (other than the Change of Control Prepayment Fee, Prepayment Fee and Exit Fee) due and owing to Lenders in respect of the Loan and CommitmentsLenders, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid paid in Fullfull; (iii) THIRD, to the payment of that portion of the Obligations constituting Revenue-Based Payments or other amounts that, prior all accrued and unpaid interest due and owing to such prepayment, were required to be (but were not) applied to the Revenue-Based PremiumLenders, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid paid in Fullfull; (iv) FOURTH, to the payment of the Change all principal of Control Prepayment Fee, Prepayment Fee Loans then due and Exit Feeowing, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid paid in Fullfull; (v) FIFTH, to the payment of all principal of the LoanRevolving Loans not then due and owing, pro rata based on each Lender’s Pro Rata Term Loan ShareRevolving Share thereof, until paid in full; (vi) SIXTH, to cash collateralize Obligations consisting of the payment Term A Loan not yet due and owing and Letters of all other ObligationsCredit (in the case of such Letters of Credit, in a manner consistent with the provisions of Section 8.2), pro rata based on each Lender’s Pro Rata Term Loan Share; andShare thereof, until paid in full; (vii) SEVENTH, all remaining amounts to the Borrowerspayment of all Hedging Obligations then due and owing to any Lender or its Affiliates, pro rata in accordance with each Lender’s (or one of its Affiliate’s) share thereof, until paid in full; and (viii) EIGHTH, to the payment of all other Obligations owing to each Lender, pro rata based on each Lender’s Pro Rata Share thereof, until paid in full. In the event payments in respect of the Obligations and proceeds of collateral received by Agent are applied in the manner provided for in clause (vi) of this Section 2.l2.2(c) as a result of an Event of Default and such Event of Default is subsequently waived in writing by Agent, the cash collateral held by Agent pursuant to such clause (vi) shall be released by Agent to Opco Borrower so long as no Event of Default shall then exist or would be caused thereby.

Application of Payments and Proceeds. (a) Notwithstanding Except as set forth in Section 2.4.3, and subject to the provisions of Sections 2.6.2(b) below, each payment by Borrower hereunder shall be applied to such Obligations as Borrower shall direct by notice to be received by Agent on or before the date of such payment or, in the absence of such notice, as Agent shall determine in its discretion. Concurrently with each remittance to any Lender of its share of any such payment, Agent shall advise such Lender as to the application of such payment. (b) If an Event of Default or an Acceleration Event shall have occurred and be continuing, notwithstanding anything herein or in any other Loan Document to the contrary, (x) Agent may, at its election at any time following the occurrence and during the continuance of an Event of Default, and (y) Agent shall, at any time after the Revenue-Based Premium, the principal amount of the Loan and all other Obligations have become or have been declared to be immediately due and payable pursuant to Section 9.2 (or have automatically become immediately due and payable as set forth in Section 9.2), shall apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, as followsto the payment of the Obligations in the following order: (i) FIRST, to (A) the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and (B) any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; Collateral (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities whether or not such Obligations are then due and owing to Lenders Agent), not to exceed, in respect the case of the Loan and Commitmentsthis clause (B), pro rata based on each Lender’s Pro Rata Term Loan Share$250,000 in aggregate amount outstanding at any one time, until Paid in Full; (iiiii) THIRD, to the payment of that portion of the Obligations constituting Revenue-Based Payments or other amounts that, prior to acceleration, were required to be (but were not) applied to the Revenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, to payment of that portion of the Obligations constituting the Revenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (v) FIFTH, to the payment of all principal of the Loan, pro rata based on each Lender’s Pro Rata Term Loan Share; (vi) SIXTH, to the payment of all other Obligations, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTH, all remaining amounts to the Borrowers. (b) Upon a prepayment pursuant to Section 2.8.1(c) or Section 2.8.2(a), Agent shall apply such prepayment as follows: (i) FIRSTSECOND, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Lenders, on a pari passu basis, pro rata based on the proportion which each Loan Documentthen bears to the aggregate amount of the Loans, and any other Obligations owing with sharing between Lenders on each Loan to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities (other than the Change of Control Prepayment Fee, Prepayment Fee and Exit Fee) due and owing to Lenders in respect of the Loan and Commitments, be pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iii) THIRD, to the payment of that portion all accrued and unpaid interest due and owing to Lenders in respect of the Obligations constituting Revenue-Based Payments or other amounts thatLoans, prior on a pari passu basis, pro rata based on the proportion which each Loan then bears to such prepaymentthe aggregate amount of the Loans, were required and with sharing between Lenders on each Loan to be (but were not) applied to the Revenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iv) FOURTH, to the payment of all principal then owing in respect of the Change Castlerigg A Loan, until it is Paid in Full, and, then, to the payment of Control Prepayment Feeall principal in respect of the Loans, Prepayment Fee but for the Castlerigg A Loan, on a pari passu basis, pro rata based on the proportion which each Loan then bears to the aggregate amount of the Loans, and Exit Fee, with sharing between Lenders on each Loan to be pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full;; and (v) FIFTH, to the payment of all principal other Obligations owing to each Lender, pro rata based on the respective amounts thereof owing to each Lender in comparison to the total of all such Obligations, and with the Loan, sharing between Lenders holding such Obligations to be pro rata based on each Lender’s Pro Rata Term Loan Share; (vi) SIXTHShare thereof, until Paid in Full provided, however, that, notwithstanding the foregoing, solely in respect of the proceeds derived from any sale or other disposition of the Specified Vehicles, the Agent shall apply 100% thereof, first, to the payment of all other Obligationsthe Fourth Third Loan, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTHtogether with accrued interest thereon, all remaining amounts until paid in full, before making any application of such proceeds to the BorrowersCastlerigg Loans.

Application of Payments and Proceeds. (a) Notwithstanding Except as set forth in Section 2.4.3, and subject to the provisions of Section 2.6.2(b) below, each payment by Borrower hereunder shall be applied to such Obligations as Borrower shall direct by notice to be received by Agent on or before the date of such payment or, in the absence of such notice, as Agent shall determine in its sole discretion. Concurrently with each remittance to the Lender of its share of any such payment, Agent shall advise such Lender as to the application of such payment. (b) If an Event of Default or an Acceleration Event shall have occurred and be continuing, notwithstanding anything herein or in any other Loan Document to the contrary, (x) Agent may, at its election at any time following the occurrence and during the continuance of an Event of Default, and (y) Agent shall, at any time after the Revenue-Based Premium, the principal amount of the Loan and all other Obligations have become or have been declared to be immediately due and payable pursuant to Section 9.2 (or have automatically become immediately due and payable as set forth in Section 9.2), shall apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, as followsto the payment of the Obligations in the following order: (i) FIRST, to (A) the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and (B) any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; Collateral (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities whether or not such Obligations are then due and owing to Lenders in respect of the Loan and Commitments, pro rata based on each Lender’s Pro Rata Term Loan ShareAgent), until Paid in Full; (iiiii) THIRD, to the payment of that portion of the Obligations constituting Revenue-Based Payments or other amounts that, prior to acceleration, were required to be (but were not) applied to the Revenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, to payment of that portion of the Obligations constituting the Revenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (v) FIFTH, to the payment of all principal of the Loan, pro rata based on each Lender’s Pro Rata Term Loan Share; (vi) SIXTH, to the payment of all other Obligations, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTH, all remaining amounts to the Borrowers. (b) Upon a prepayment pursuant to Section 2.8.1(c) or Section 2.8.2(a), Agent shall apply such prepayment as follows: (i) FIRSTSECOND, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities (other than the Change of Control Prepayment Fee, Prepayment Fee and Exit Fee) due and owing to Lenders in respect of the Loan and Commitments, pro rata based on each Lender’s Pro Rata Term Loan Share, Lender until Paid in Full; (iii) THIRD, to the payment of that portion all accrued and unpaid interest due and owing to the Lender in respect of the Obligations constituting Revenue-Based Payments or other amounts that, prior to such prepayment, were required to be Loans (but were not) applied to the Revenue-Based Premium, on a pro rata based on each Lender’s Pro Rata Term basis in respect of the Initial Loan Share, and the Additional Loan) until Paid in Full; (iv) FOURTH, to the payment of all principal then owing in respect of the Change of Control Prepayment Fee, Prepayment Fee and Exit Fee, Loans (on a pro rata based on each Lender’s Pro Rata Term basis in respect of the Initial Loan Share, and the Additional Loan) until Paid in Full; (v) FIFTH, to the payment of all principal of other Obligations owing to the Loan, pro rata based on each Lender’s Pro Rata Term Loan Share; Lender until Paid in Full; and (vi) SIXTH, the balance to the payment of all Borrower or such other Obligations, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTH, all remaining amounts to the BorrowersPerson as may be lawfully entitled thereto.

Application of Payments and Proceeds. ‌ (a) Notwithstanding Except as set forth in Section 2.10.2 and Section 2.10.3, and subject to the provisions of Sections 2.12.2(b) and 2.12.2(c) below, each payment of principal shall be applied to such Loans as Borrower Representative shall direct by notice to be received by Agent on or before the date of such payment or, in the absence of such notice, as Agent shall determine in its discretion. Concurrently with each remittance to any Lender of its share of any such payment, Agent shall advise such Lender as to the application of such payment. (b) If an Acceleration Event shall have occurred and be continuing, notwithstanding anything herein or in any other Loan Document to the contrary, (x) Agent may, at its election at any time following the occurrence and during the continuance of an Event of Default, and (y) Agent shall, at any time after the Revenue-Based Premium, the principal amount of the Loan and all other Obligations have become or have been declared to be immediately due and payable pursuant to Section 9.2 (or have automatically become immediately due and payable as set forth in Section 9.2), shall promptly apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, as followsto the payment of the Obligations in the following order: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral, until Paid in Full; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities due and owing to the Lenders in respect of the Loan Loans and Commitments, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iii) THIRD, to the payment of that portion all accrued and unpaid interest due and owing to the Lenders in respect of the Obligations constituting Revenue-Based Payments or other amounts that, prior to acceleration, were required to be (but were not) applied to the Revenue-Based PremiumLoans and Commitments, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iv) FOURTH, pro rata to (A) to the payment of that portion all principal of the Obligations constituting the Revenue-Based PremiumLoans due and owing, pro rata based on each Lender’s Pro Rata Term Share thereof, until Paid in Full, (B) provide Letter of Credit Collateralization for Letters of Credit, pro rata based on each Lender’s Pro Rata Revolving Share thereof, until Paid in Full, pro rata in accordance with each Lender’s (or any of its Affiliates’) share thereof, until Paid in Full and (C) the payment of Secured Hedging Obligations and Banking Services Obligations incurred by any Loan ShareParty and due and owing to any Secured Party, pro rata in accordance with each Secured Party’s share thereof until Paid in Full; (v) FIFTH, to the payment of all principal of the Loanother Obligations owing to each Lender, pro rata based on each Lender’s Pro Rata Term Loan Share;Share thereof, until Paid in Full; and (vi) SIXTH, to the payment of all Borrowers or such other Obligations, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTH, all remaining amounts to the BorrowersPerson entitled thereto under Applicable Law. (bc) Upon a prepayment pursuant If an Event of Default shall have occurred and be continuing but an Acceleration Event shall not exist, notwithstanding anything herein or in any other Loan Document to Section 2.8.1(c) or Section 2.8.2(a)the contrary, Agent shall apply such prepayment all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as followsreceived by Agent in the following order: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the CollateralCollateral (whether or not such Obligations are then due and owing to Agent), until Paid in Full; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities (other than the Change of Control Prepayment Fee, Prepayment Fee and Exit Fee) due and owing to the Lenders in respect of the Loan Loans and Commitments, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iii) THIRD, to the payment of that portion all accrued and unpaid interest due and owing to the Lenders in respect of the Obligations constituting Revenue-Based Payments or other amounts that, prior to such prepayment, were required to be (but were not) applied to the Revenue-Based PremiumLoans and Commitments, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iv) FOURTH, pro rata to (A) the payment of the Change all principal of Control Prepayment Fee, Prepayment Fee Loans then due and Exit Feeowing, pro rata based on each Lender’s Pro Rata Term Share thereof, until Paid in Full and (B) the payment of Secured Hedging Obligations and Banking Services Obligations incurred by any Loan ShareParty and due and owing to any Secured Party, pro rata in accordance with each Secured Party’s share thereof until Paid in Full; (v) FIFTH, to reduce the payment outstanding balance of all principal Revolving Loans not then due and owing, pro rata based on each Lender’s Pro Rata Revolving Share thereof, until such outstanding balance has been reduced to zero; (vi) SIXTH, pro rata to (A) cash collateralize Obligations consisting of the LoanTerm A Loans not yet due and owing, pro rata based on each Lender’s Pro Rata Term A Loan Share; Share thereof, until Paid in Full, (viB) SIXTH, to the payment cash collateralize Obligations consisting of all other ObligationsDelayed Draw Term Loans not yet due and owing, pro rata based on each Lender’s Pro Rata Delayed Draw Term Loan Share; andShare thereof, until Paid in Full, and (C) provide Letter of Credit Collateralization for Letters of Credit, pro rata based on each Lender’s Pro Rata Revolving Share thereof, until Paid in Full, pro rata in accordance with each Lender’s (or any of its Affiliates’) share thereof, until Paid in Full; (vii) SEVENTH, all remaining amounts to the Borrowerspayment of all other Obligations due and owing to each Lender, pro rata based on each Lender’s Pro Rata Share thereof, until Paid in Full; and (viii) EIGHTH, to the Borrowers or such other Person entitled thereto under Applicable Law. (d) Notwithstanding the foregoing Sections 2.12.2(b) and (c), no payments received by Agent from or proceeds of the Collateral of any Loan Party shall be applied to Excluded Swap Obligations of such Loan Party.

Application of Payments and Proceeds. (a) Notwithstanding Except as set forth in Section 2.10.2 and Section 2.10.3, and subject to the provisions of Section 2.12.2(b) below, each payment of principal shall be applied to such Loans as Borrower shall direct by notice to be received by Agent on or before the date of such payment or, in the absence of such notice, as Agent shall determine in its discretion. Concurrently with each remittance to any Lender of its share of any such payment, Agent shall advise such Lender as to the application of such payment. (b) If an Acceleration Event or an Event of Default described in Section 8.1.1 shall have occurred and be continuing, notwithstanding anything herein or in any other Loan Document to the contrary, (x) Agent may, at its election at any time following the occurrence and during the continuance of an Event of Default, and (y) Agent shall, at any time after the Revenue-Based Premium, the principal amount of the Loan and all other Obligations have become or have been declared to be immediately due and payable pursuant to Section 9.2 (or have automatically become immediately due and payable as set forth in Section 9.2), shall apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, as followsto the payment of the Obligations in the following order: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent (such sums not to exceed an amount equal to 10% of the Revolving Loan Commitments then in effect, or, if the Revolving Loan Commitments have been suspended or terminated, as in effect immediately prior to such suspension or termination) to preserve or protect the Collateral or to preserve or protect its security interest in the CollateralCollateral (whether or not such Obligations are then due and owing to Agent), until Paid in Full; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loan and CommitmentsLenders, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iii) THIRD, to the payment of that portion of the Obligations constituting Revenue-Based Payments or other amounts that, prior all accrued and unpaid interest due and owing to acceleration, were required to be (but were not) applied to the Revenue-Based PremiumRevolving Lenders, pro rata based on each Revolving Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iv) FOURTH, pro rata (A) to the payment of that portion the principal balance of the Obligations constituting the Revenue-Based PremiumRevolving Loans, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full and (B) to cash collateralize Obligations in respect of outstanding Letters of Credit in a manner consistent with the provisions of Section 8.2, pro rata based on each Revolving Lender’s Pro Rata Share thereof, until Paid in Full; (v) FIFTH, to the payment of all principal accrued and unpaid interest due and owing to Term Lenders in respect of the Term Loans, pro rata based on each Term Lender’s Pro Rata Share thereof, until Paid in Full; (vi) SIXTH, pro rata (A) to the payment of the principal balance of the Term Loan, pro rata based on each Term Lender’s Pro Rata Share thereof, until Paid in Full and (B) to the payment of all Hedging Obligations due and owing to any Lender or its Affiliates, pro rata in accordance with each Lender’s (or one of its Affiliate’s) share thereof, until Paid in Full; and (vii) SEVENTH, to the payment of all other Obligations owing to each Lender, pro rata based on each Lender’s Pro Rata Term Loan Share; (vi) SIXTH, to the payment of all other Obligations, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTH, all remaining amounts to the Borrowers. (b) Upon a prepayment pursuant to Section 2.8.1(c) or Section 2.8.2(a), Agent shall apply such prepayment as follows: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities (other than the Change of Control Prepayment Fee, Prepayment Fee and Exit Fee) due and owing to Lenders in respect of the Loan and Commitments, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iii) THIRD, to the payment of that portion of the Obligations constituting Revenue-Based Payments or other amounts that, prior to such prepayment, were required to be (but were not) applied to the Revenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, to payment of the Change of Control Prepayment Fee, Prepayment Fee and Exit Fee, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (v) FIFTH, to the payment of all principal of the Loan, pro rata based on each Lender’s Pro Rata Term Loan Share; (vi) SIXTH, to the payment of all other Obligations, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTH, all remaining amounts to the Borrowers.

Application of Payments and Proceeds. (a) Notwithstanding Except as set forth in Section 2.10.2 and Section 2.10.3, and subject to the provisions of Sections 2.12.2(b) and 2.12.2(c) below, each payment of principal shall be applied to such Loans as Borrower shall direct by notice to be received by Agent on or before the date of such payment or, in the absence of such notice, as Agent shall determine in its discretion. Concurrently with each remittance to any Lender of its share of any such payment, Agent shall advise such Lender as to the application of such payment. (b) If an Acceleration Event shall have occurred and be continuing, notwithstanding anything herein or in any other Loan Document to the contrary, (x) Agent may, at its election at any time following the occurrence and during the continuance of an Event of Default, and (y) Agent shall, at any time after the Revenue-Based Premium, the principal amount of the Loan and all other Obligations have become or have been declared to be immediately due and payable pursuant to Section 9.2 (or have automatically become immediately due and payable as set forth in Section 9.2), shall apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, as followsto the payment of the Obligations in the following order: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the CollateralCollateral (whether or not such Obligations are then due and owing to Agent), until Paid in Full; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loan and CommitmentsLenders, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iii) THIRD, to the payment of that portion of the Obligations constituting Revenue-Based Payments or other amounts that, prior all accrued and unpaid interest due and owing to acceleration, were required to be (but were not) applied to the Revenue-Based PremiumLenders, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iv) FOURTH, pro rata (A) to the payment of that portion the principal balance of the Obligations constituting the Revenue-Based PremiumRevolving Loans, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full and (B) to cash collateralize Obligations in respect of outstanding Letters of Credit in a manner consistent with the provisions of Section 8.2, pro rata based on each Lender’s Pro Rata Share thereof, until Paid in Full; (v) FIFTH, to the payment of all principal of the LoanHedging Obligations due and owing to any Lender or its Affiliates, pro rata based on in accordance with each Lender’s Pro Rata Term Loan Share;(or one of its Affiliate’s) share thereof, until Paid in Full; and (vi) SIXTH, to the payment of all other ObligationsObligations owing to each Lender, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTHShare thereof, all remaining amounts to the Borrowersuntil Paid in Full. (bc) Upon a prepayment pursuant If an Event of Default shall have occurred and be continuing but an Acceleration Event shall not exist, notwithstanding anything herein or in any other Loan Document to Section 2.8.1(c) or Section 2.8.2(a)the contrary, Agent shall apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, to the payment of the Obligations in such prepayment order as followsAgent may elect. In the absence of a specific determination by Agent, payments in respect of the Obligations and proceeds of Collateral received by Agent shall be applied in the following order: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the CollateralCollateral (whether or not such Obligations are then due and owing to Agent), until Paid in Full; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities (other than the Change of Control Prepayment Fee, Prepayment Fee and Exit Fee) due and owing to Lenders in respect of the Loan and CommitmentsLenders, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iii) THIRD, to the payment of that portion of the Obligations constituting Revenue-Based Payments or other amounts that, prior all accrued and unpaid interest due and owing to such prepayment, were required to be (but were not) applied to the Revenue-Based PremiumLenders, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iv) FOURTH, pro rata (A) to the payment of the Change principal balance of Control Prepayment Fee, Prepayment Fee and Exit Feethe Revolving Loans, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full and (B) to cash collateralize Obligations in respect of outstanding Letters of Credit in a manner consistent with the provisions of Section 8.2, pro rata based on each Lender’s Pro Rata Share thereof, until Paid in Full; (v) FIFTH, to the payment of all principal of the LoanHedging Obligations owing to any Lender or its Affiliates, pro rata based on in accordance with each Lender’s Pro Rata Term Loan Share;(or one of its Affiliate’s) share thereof, until Paid in Full; and (vi) SIXTH, to the payment of all other ObligationsObligations owing to each Lender, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTHShare thereof, all remaining amounts to the Borrowersuntil Paid in Full.

Application of Payments and Proceeds. (a) Notwithstanding anything herein or in any other Loan Document to the contrary, (x) Agent may, at its election at any time following the occurrence and during the continuance of an Event of Default, and (y) Agent shall, at any time after the Revenue-Based Premium, the principal amount of the Loan and all other Obligations have become or have been declared to be immediately due and payable pursuant to Section 9.2 (or have automatically become immediately due and payable as set forth in Section 9.2), apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, as follows: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loan and Commitments, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of that portion of the Obligations constituting Revenue-Based Payments or other amounts that, prior to acceleration, were required to be (but were not) applied to the Revenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, to payment of that portion of the Obligations constituting the Revenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (v) FIFTH, to the payment of all principal of the Loan, pro rata based on each Lender’s Pro Rata Term Loan Share; (vi) SIXTH, to the payment of all other Obligations, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTH, all remaining amounts to the Borrowers. (b) Upon a prepayment pursuant to Section 2.8.1(c) or Section 2.8.2(a), Agent shall apply such prepayment as follows: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities (other than the Change of Control Prepayment Fee***, Prepayment Fee *** and Exit Fee***) due and owing to Lenders in respect of the Loan and Commitments, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iii) THIRD, to the payment of that portion of the Obligations constituting Revenue-Based Payments or other amounts that, prior to such prepayment, were required to be (but were not) applied to the Revenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, to payment of the Change of Control Prepayment Fee***, Prepayment Fee *** and Exit Fee***, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (v) FIFTH, to the payment of all principal of the Loan, pro rata based on each Lender’s Pro Rata Term Loan Share; (vi) SIXTH, to the payment of all other Obligations, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTH, all remaining amounts to the Borrowers.

Application of Payments and Proceeds. (a) Notwithstanding Subject to the provisions of Section 2.11.2(b) and 2.11.2(c) below, each payment of principal shall be applied to such Loans as Borrower shall direct by notice to be received by Agent on or before the date of such payment or, in the absence of such notice, pro rata between the Initial Term Loan and the Delayed Draw Term Loan. Concurrently with the remittance to any Lender of its share of any such payment, Agent shall advise such Lender as to the application of such payment. (b) If an Acceleration Event shall have occurred and be continuing, notwithstanding anything herein or in any other Loan Document to the contrary, (x) Agent may, at its election at any time following the occurrence and during the continuance of an Event of Default, and (y) Agent shall, at any time after the Revenue-Based Premium, the principal amount of the Loan and all other Obligations have become or have been declared to be immediately due and payable pursuant to Section 9.2 (or have automatically become immediately due and payable as set forth in Section 9.2), shall apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, as followsto the payment of the Obligations in the following order: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loan and Commitments, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iiiii) THIRD, to the payment of that portion of the Obligations constituting Revenue-Based Payments or other amounts that, prior to acceleration, were required to be (but were not) applied to the Revenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (iv) FOURTH, to payment of that portion of the Obligations constituting the Revenue-Based Premium, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full; (v) FIFTH, to the payment of all principal of the Loan, pro rata based on each Lender’s Pro Rata Term Loan Share; (vi) SIXTH, to the payment of all other Obligations, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTH, all remaining amounts to the Borrowers. (b) Upon a prepayment pursuant to Section 2.8.1(c) or Section 2.8.2(a), Agent shall apply such prepayment as follows: (i) FIRSTSECOND, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities (other than the Change of Control Prepayment Fee, Prepayment Fee and Exit Fee) due and owing to Lenders in respect of the Loan Loans and Commitments, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iii) THIRD, to the payment of that portion all accrued and unpaid interest (including PIK Interest) due and owing to the Lenders in respect of the Obligations constituting Revenue-Based Payments or other amounts that, prior to such prepayment, were required to be (but were not) applied to the Revenue-Based PremiumLoans and Commitments, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iv) FOURTH, pro rata to the payment of all principal of the Change of Control Prepayment Fee, Prepayment Fee Initial Term Loan and Exit Feethe Delayed Draw Term Loan due and owing, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full;; and (v) FIFTH, to the payment of all principal other Obligations owing to each Lender until Paid in Full. (c) If an Event of Default shall have occurred and be continuing but an Acceleration Event shall not exist, notwithstanding anything herein or in any other Loan Document to the contrary, Agent shall apply all or any part of payments in respect of the LoanObligations and proceeds of Collateral, pro rata based on in each Lender’s Pro Rata Term Loan Share; (vi) SIXTHcase as received by Agent, to the payment of all other Obligationsthe Obligations in such order as Required Lenders may elect. In the absence of a specific determination by Required Lenders, pro rata based on each Lender’s Pro Rata Term Loan Share; and (viipayments in respect of the Obligations and proceeds of Collateral received by Agent shall be applied in accordance with Section 2.11.2(b) SEVENTH, all remaining amounts to the Borrowershereof.

Application of Payments and Proceeds. (a) Notwithstanding Except as set forth in Section 2.10.2 and Section 2.10.3, and subject to the provisions of Sections 2.12.2(b) and 2.12.2(c) below, each payment of principal shall be applied to such Loans as Borrower shall direct by notice to be received by Agent on or before the date of such payment or, in the absence of such notice, as Agent shall determine in its reasonable discretion. Concurrently with each remittance to any Lender of its share of any such payment, Agent shall advise such Lender as to the application of such payment. (b) If an Acceleration Event shall have occurred and be continuing, notwithstanding anything herein or in any other Loan Document to the contrary, (x) Agent may, at its election at any time following the occurrence and during the continuance of an Event of Default, and (y) Agent shall, at any time after the Revenue-Based Premium, the principal amount of the Loan and all other Obligations have become or have been declared to be immediately due and payable pursuant to Section 9.2 (or have automatically become immediately due and payable as set forth in Section 9.2), shall apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent, as followsto the payment of the Obligations in the following order: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral, until Paid in Full; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loan Loans and Commitments, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iii) THIRD, to the payment of that portion all accrued and unpaid interest due and owing to Lenders in respect of the Obligations constituting Revenue-Based Payments or other amounts that, prior to acceleration, were required to be (but were not) applied to the Revenue-Based PremiumLoans and Commitments, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iv) FOURTH, pro rata to (A) to the payment of that portion all principal of the Obligations constituting the Revenue-Based PremiumLoans due and owing, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full and (B) provide Letter of Credit Collateralization for Letters of Credit, pro rata based on each Lender’s Pro Rata Revolving Share thereof, until Paid in Full; (v) FIFTH, to the payment of all principal of the LoanSecured Hedging Obligations, pro rata based on in accordance with each Lender’s Pro Rata Term Loan Share;(or one of its Affiliate’s) share thereof, until Paid in Full; and (vi) SIXTH, to the payment of all other ObligationsObligations owing to each Lender, pro rata based on each Lender’s Pro Rata Term Loan Share; and (vii) SEVENTHShare thereof, all until Paid in Full. Any remaining amounts proceeds shall be paid to the BorrowersBorrower. (bc) Upon a prepayment pursuant If an Event of Default shall have occurred and be continuing but an Acceleration Event shall not exist, notwithstanding anything herein or in any other Loan Document to Section 2.8.1(c) or Section 2.8.2(a)the contrary, Agent shall apply such prepayment all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as followsreceived by Agent, to the payment of the Obligations in the following order: (i) FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the CollateralCollateral (whether or not such Obligations are then due and owing to Agent), until Paid in Full; (ii) SECOND, to the payment of the Default Premium and all fees, costs, expenses and indemnities (other than the Change of Control Prepayment Fee, Prepayment Fee and Exit Fee) due and owing to Lenders in respect of the Loan Loans and Commitments, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iii) THIRD, to the payment of that portion all accrued and unpaid interest due and owing to Lenders in respect of the Obligations constituting Revenue-Based Payments or other amounts that, prior to such prepayment, were required to be (but were not) applied to the Revenue-Based PremiumLoans and Commitments, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (iv) FOURTH, to the payment of the Change all principal of Control Prepayment Fee, Prepayment Fee Loans then due and Exit Feeowing, pro rata based on each Lender’s Pro Rata Term Loan ShareShare thereof, until Paid in Full; (v) FIFTH, to reduce the payment outstanding balance of all principal Revolving Loans not then due and owing, pro rata based on each Lender’s Pro Rata Revolving Share thereof, until such outstanding balance has been reduced to zero; (vi) SIXTH, pro rata to (A) cash collateralize Obligations consisting of the LoanTerm A Loans not yet due and owing, pro rata based on each Lender’s Pro Rata Term A Loan Share; Share thereof, until Paid in Full, (viB) SIXTH, to the payment cash collateralize Obligations consisting of all other ObligationsTerm B Loans not yet due and owing, pro rata based on each Lender’s Pro Rata Term B Loan Share; andShare thereof, until Paid in Full, (C) cash collateralize Obligations consisting of Incremental Term Loans not yet due and owing, pro rata based on each Lender’s Pro Rata Incremental Term Loan Share thereof, until Paid in Full, and (D) provide Letter of Credit Collateralization for Letters of Credit, pro rata based on each Lender’s Pro Rata Revolving Share thereof, until Paid in Full; (vii) SEVENTH, all remaining amounts to the Borrowerspayment of all Secured Hedging Obligations, pro rata in accordance with each Lender’s (or one of its Affiliate’s) share thereof, until Paid in Full; and (viii) EIGHTH, to the payment of all other Obligations due and owing to each Lender, pro rata based on each Lender’s Pro Rata Share thereof, until Paid in Full. Any remaining proceeds shall be paid to Borrower.