Common use of Application of Proceeds of Collateral Clause in Contracts

Application of Proceeds of Collateral. (i) Except as expressly set forth in clause (ii) below, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by the Administrative Agent against, the Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administrative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (i) Except as expressly set forth in clause (ii) below, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by the Administrative Agent against, the Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administrative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementhereunder, all in accordance with the terms hereof or thereofhereof; second, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementhereunder, all in accordance with the terms hereof or thereofhereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (i) Except as expressly set forth in clause (ii) below, all All proceeds received by ------------------------------------- the Administrative Agent from or the Collateral Agent Agent, as the case may be, in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall under any Collateral Document may, in the discretion of the Collateral Agent, be held by the Collateral Agent as Collateral for, and applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document) in the following order of priority: first, : (a) to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other reasonable expenses, liabilities and advances made or incurred by the Administrative Agent such Agents in connection therewith, and all amounts for which the Administrative Agent is such Agents are entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) under such Collateral Document and all advances made by the Administrative Collateral Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all reasonable costs and expenses paid or incurred by the Administrative Collateral Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Collateral Document, all in accordance with the terms hereof or thereof; secondof this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other such Secured Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligationsholders thereof; and fourthand (c) thereafter, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (i) Except as expressly set forth in clause (ii) below, all All proceeds received by the Administrative Agent from or the Collateral Agent Agent, as the case may be, in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral under any Collateral Document in connection with the Administrative Agent or Collateral Agent exercising its/their rights and remedies following the occurrence and during the continuance of any Event of Default shall be held by the Collateral Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, against the Obligations in the following order of priority: first, : (a) to the payment of (i) all costs and expenses of such sale, collection or other realization, including all reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administrative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent Agents in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Collateral Document, all in accordance with the terms hereof of this Agreement and such Collateral Document, and all amounts for which such Agents are entitled to indemnification under such Collateral Document and all advances made by the Collateral Agent thereunder for the account of the applicable Loan Party (excluding principal and interest in respect to any Loans of such Loan Party); (ii) any outstanding Swing Line Loans and (iii) any amounts owed to any Issuing Bank in respect of any Unpaid Drawings not reimbursed pursuant to Section 3.3B or thereof; second3.3C; (b) thereafter, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders and holders thereof (including providing cash collateral in an amount equal to 102% of the Lender Counterparties holding aggregate Stated Amount of all Letters of Credit outstanding at such Obligations; and fourthtime); (c) thereafter, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, in the case of any Event of Default under Section 9.1(i), immediately following the occurrence thereof, and in the case of the continuation of any other Event of Default: (ia) Except as expressly set forth in clause upon the termination of the Revolving Credit Aggregate Commitment or the Draw-To Term Loan Aggregate Commitment, (iib) belowthe acceleration of any Indebtedness arising under this Agreement, all (c) at the Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any remedies hereunder, the Agent shall apply the proceeds of any Collateral, together with any offsets, voluntary payments by any Credit Party or others and any other sums received by the Administrative Agent from the Collateral Agent or collected in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by the Administrative Agent against, the Obligations in the following order of priority: Indebtedness first, to the payment of pay all costs incurred and unpaid fees and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent under the Loan Documents and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all any protective advances made by the Administrative Agent hereunder for with respect to the account Collateral under or pursuant to the terms of any Loan Document, next, to pay any fees and expenses owed to the applicable Issuing Lender or any other Lender hereunder, next, to pay principal and interest due under the Revolving Credit (including the Swing Line and any Reimbursement Obligations) and Term Loan Partyand Draw-To Term Loan, and to cash collateralize all outstanding Letters of Credit in an amount equal to 105% of the payment maximum amount that may be available to be drawn at any time prior to the stated expiry of all costs outstanding Letters of Credit, on a pro rata basis, next to pay any obligations owing by any Credit Party under any Hedging Agreements on a pro rata basis, next, to pay any other Indebtedness on a pro rata basis, and expenses paid or incurred by the Administrative Agent in connection with the exercise of then, if there is any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; secondexcess, to the extent of any excess of such proceedsCredit Parties, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever case may be lawfully entitled to receive the same or as a court of competent jurisdiction may directbe. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (i) Except as expressly set forth provided in clause (ii------------------------------------- subsection 2.4B(iii)(a) belowwith respect to prepayments from Net Asset Sale Proceeds, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall under any Collateral Document may, in the discretion of Administrative Agent, be held by Administrative Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document) in the following order of priority: first, to : (a) To the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, in each case to the extent payable under this Agreement or the Collateral Documents, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) under such Collateral Document and all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Collateral Document, all in accordance with the terms hereof or thereof; second, to the extent of any excess of this Agreement and such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; thirdCollateral Document; (b) thereafter, to the extent of any excess of such proceeds, to the payment of all other Secured Obligations for the ratable benefit of the holders thereof; (c) thereafter, to the extent of any excess of such proceeds, to the payment of cash collateral for Letters of Credit for the ratable benefit of the Issuing Lenders thereof and the Lender Counterparties holding such Obligationsholders of participations therein; and fourthand (d) thereafter, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (i) Except as expressly set forth provided in clause (iisubsection 2.4B(iii)(a) belowwith respect to prepayments from Net Asset Sale Proceeds or utilization thereof by Company, or subsection 2.4B(iii)(b) with respect to prepayments from Net Insurance/Condemnation Proceeds or utilization thereof by Company, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral under any Collateral Document shall be applied in full or in part by applied, upon the Administrative Agent occurrence and during the continuance of an Event of Default, against, the applicable Secured Obligations (as defined in such Collateral Document) in the following order of priority: first, to : (a) To the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the fees and expenses of Administrative Agent and its agents and counsel, and all other expenses, expenses and liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) under such Collateral Document and all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Collateral Document, all in accordance with the terms hereof or thereof; secondof this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other such Secured Obligations then due and payable for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligations; and fourthholders thereof; (c) thereafter, to the extent of any excess such proceeds, to the payment of cash collateral for Letters of Credit for the ratable benefit of the Issuing Lenders thereof and holders of participations therein; and (d) thereafter, to the extent of any excess such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (i) Except Upon the occurrence and during the continuance of an Event of Default, except as otherwise expressly set forth provided in clause (ii) belowany applicable Collateral Document, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral under any Collateral Document by or on behalf of the Administrative Agent shall be either be, in the discretion of Administrative Agent, held by Administrative Agent as Collateral for, or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document), in each in the following order of priority: first, to : (a) To the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the fees and expenses of Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to compensation (including the fees described in subsection 2.3), reimbursement and indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) under such Loan Document and all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Loan Document, all in accordance with the terms hereof or thereof; secondof this Agreement and such Loan Document; (b) thereafter, to the extent of any excess of such proceeds, to repay the payment of all Revolving Loans and Swing Line Loans that have been advanced by Administrative Agent (in such capacity) or the Swing Line Lender (in such capacity) and all accrued, but unpaid interest with respect thereto and to the reimbursement of the Issuing Bank for all draws on Letters of Credit for which the Issuing Bank has not otherwise been reimbursed in accordance with the terms of this Agreement and all accrued, but unpaid interest with respect thereto; (c) thereafter, to the extent of any outstanding excess of such proceeds, to the payment of all accrued but unpaid interest owing in respect of all Term Loans, Revolving Loans, Swing Line Loans and amounts drawn under Letters of Credit owing to the Lenders; (d) thereafter, to the extent of any excess of such proceeds, to the payment of the principal amount owing in respect of all Loans and Letters of Credit (which shall cash collateralize the outstanding Letters of Credit to the extent not reimbursed by previously cash collateralized) and Lender Hedge Agreements, in each case, for the applicable Borrower or ratable benefit of the applicable Revolving Lenders; thirdholders thereof; (e) thereafter, to the extent of any excess of such proceeds, to the payment of all other such Secured Obligations (as such term is defined in the applicable Collateral Document) for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligationsholders thereof; and fourthand; (f) thereafter, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (i) Except as expressly set forth in clause (ii) below, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by the Administrative Agent against, the Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administrative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementhereunder, all in accordance with the terms hereof or thereofhereof; second, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in | || its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementhereunder, all in accordance with the terms hereof or thereofhereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (i) Except as expressly set forth provided in clause (iisubsection 2.4B(iii)(a) belowwith respect to prepayments from Net Asset Sale Proceeds, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall under any Collateral Document may, in the discretion of Administrative Agent, be held by Administrative Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document) or Indebtedness (as defined in the U.K. Guarantee and Debenture and the U.K. Pledge Agreement) in the following order of priority: first, to : (a) To the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) under such Collateral Document and all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Collateral Document, all in accordance with the terms hereof or thereof; secondof this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other such Secured Obligations or such Indebtedness for the ratable benefit of the Agents, Lenders and the Lender Counterparties holding such ObligationsCounterparties; and fourthand (c) thereafter, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (ia) Except as expressly set forth in clause (ii) below, all proceeds All moneys received by the Administrative Agent from as a result of the Collateral enforcement of the rights and remedies of the Agent or the Creditors pursuant to the Security Documents and otherwise in respect of the Collateral shall be distributed by the Agent on the dates fixed by the Agent (individually a "Distribution Date" and collectively, the "Distribution Dates") as follows: FIRST: to the Agent in payment of the amount of any and all unreimbursed expenses of the Agent, including, without limitation, the fees and disbursements of its counsel and of any agents and experts employed by the Agent, incurred by the Agent prior to the relevant Distribution Date in connection with (w) the administration of this Agreement and the Security Documents, (x) the custody, preservation, use or operation of, or the sale of, any collection from, or other realization upon all any assets of the Company pursuant to the Security Documents (y) the exercise or enforcement of any of the rights of the Agent hereunder or under the Security Documents or (z) the failure by the Company to perform or observe any of the provisions of this Agreement or any part Security Document; SECOND: to the Banks in an amount equal to the sum of the Collateral unpaid principal of and interest on the Notes and, in the event such moneys shall be applied insufficient to pay in full or in part by such amounts, then to the Administrative Agent against, the Obligations payment thereof ratably to each Creditor in the following order same proportion which (x) the sum of priority: first, aggregate unpaid principal of and interest on the Notes held by such Bank bears to (y) the sum of the aggregate unpaid principal of and interest on the Notes on the relevant Distribution Date (all such prepayments to be applied by each Creditor first to the payment of all costs accrued and expenses of such saleunpaid interest, collection or other realizationif any, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred owing by the Administrative Agent in connection therewithCompany to such Creditor, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administrative Agent hereunder for the account of the applicable Loan Party, and then to the payment of all costs and expenses paid or incurred by principal on the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereofNotes); second, THIRD: to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, Creditors in an amount equal to the extent sum of any excess of unpaid commitment and agent's fees payable under this Agreement (collectively the "Fees"), whether matured or unmatured, and, in the event such proceedsmoneys shall be insufficient to pay in full such amount, then to the payment thereof ratably to each Creditor in the same proportion which the aggregate amount of all other Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding Fees due to such Obligations; and fourth, Creditor bears to the extent of any excess of such proceeds, aggregate unpaid Fees due to all the payment to or upon Creditors on the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.relevant Distribution Date;

Application of Proceeds of Collateral. (i) Except as expressly set forth in clause (ii) below, all All proceeds received by the Administrative Agent from or the Collateral Agent Agent, as the case may be, in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral under any Collateral Document in connection with the Administrative Agent or Collateral Agent exercising its/their rights and remedies following the occurrence and during the continuance of any Event of Default shall be held by the Collateral Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, against the Obligations in the following order of priority: first: (a) First, to the payment of (x) all reasonable and documented out-of-pocket costs and expenses of such sale, collection or other realization, including all reasonable compensation to the Administrative Agent and its agents and counsel, and all other documented out-of-pocket expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administrative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent Agents in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Collateral Document, all in accordance with the terms hereof of this Agreement and such Collateral Document, and all amounts for which such Agents are entitled to indemnification under such Collateral Document and all advances made by the Collateral Agent thereunder for the account of the applicable Loan Party (excluding principal and interest in respect to any Loans of the Borrower) and (y) any amounts owed to any Issuing Bank in respect of any Unpaid Drawings not reimbursed pursuant to Section 3.3B or thereof; second3.3C; (b) thereafter, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders and holders thereof (including providing cash collateral in an amount equal to 102% of the Lender Counterparties holding aggregate Stated Amount of all Letters of Credit outstanding at such Obligationstime); and fourthand (c) thereafter, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (i) Except Upon the occurrence and during the continuance of an Event of Default, except as otherwise expressly set forth provided in clause (ii) belowany applicable Collateral Document, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral under any Collateral Document by or on behalf of the Administrative Agent shall be either be, in the discretion of Administrative Agent, held by Administrative Agent as Collateral for, or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document), in each in the following order of priority: first, to : (a) To the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the fees and expenses of Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to compensation (including the fees described in subsection 2.3), reimbursement and indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) under such Loan Document and all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Loan Document, all in accordance with the terms hereof or thereof; second, to the extent of any excess of this Agreement and such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; thirdLoan Document; (b) thereafter, to the extent of any excess of such proceeds, to the payment of all other Obligations for Revolving Loans and Swing Line Loans that have been advanced by Administrative Agent (in such capacity) or the ratable benefit Swing Line Lender (in such capacity) and all accrued, but unpaid interest with respect thereto and to the reimbursement of the Lenders and the Lender Counterparties holding such Obligations; and fourth, to the extent Issuing Bank for all draws on Letters of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts Credit for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and Issuing Bank has not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all otherwise been reimbursed in accordance with the terms hereof or thereof; secondof this Agreement and all accrued, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; thirdbut unpaid interest with respect thereto; (c) thereafter, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of fees, expenses and indemnities payable to the Lenders (for purposes of clarification, excluding principal and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.interest);

Application of Proceeds of Collateral. (i) Except as expressly set forth in clause (ii) below, all All proceeds received by the Administrative Agent from the Collateral Agent after an Event of Default or as a result of exercising remedies under the Loan Documents, in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall under any Collateral Document shall, in the discretion of the Collateral Agent, be held by the Collateral Agent as collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Obligations in the following order of priority: first, : (a) to the payment of all costs and expenses of such sale, collection or other realization, including including, without limitation, reasonable compensation to the Administrative Agent Agents and its their agents and counsel, and all other reasonable expenses, liabilities and advances made or incurred by the Administrative Agent Agents in connection therewith, and all amounts for which the Administrative Agent is such Agents are entitled to indemnification hereunder (in its capacity as or reimbursement under the Administrative Agent and not as a Lender) Loan Documents and all advances made by the Administrative Agent hereunder Agents for the account of the applicable Loan PartyParties (excluding principal and interest in respect of any Loans), and to the payment of all reasonable costs and expenses paid or incurred by the Administrative Agent Agents in connection with the exercise of any right or remedy hereunder or under the Credit AgreementLoan Documents, all in accordance with the terms hereof or thereof; secondof this Agreement and the other Loan Documents; (b) thereafter, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Obligations on a pro rata basis (or, if the Co-Lender Agreement provides for any other basis of apportionment among Lenders (including, without limitation, a senior/subordinate basis), to the ratable benefit payment of the Lenders and the Lender Counterparties holding all other Obligations on such Obligationsother basis); and fourthand (c) thereafter, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (i) Except as expressly set forth The exercise of remedies with respect to the Collateral is subject to the terms of the Security and Intercreditor Agreement. Upon the occurrence and during the continuance of an Event of Default, proceeds from the exercise of remedies in clause (ii) below, all proceeds respect of the Collateral allocated to this facility in accordance with the provisions of the Security and Intercreditor Agreement and received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral pursuant thereto shall be applied in full or in part by the Administrative Agent against, the Obligations in the following order of priority: firstas follows: (a) First, to the payment of, or (as the case may be) the reimbursement of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent for or in respect of all reasonable and its agents and counseldocumented costs, and all other expenses, liabilities disbursements and advances made losses which shall have been incurred or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administrative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred sustained by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess collection of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed monies by the applicable Borrower or the applicable Revolving Lenders; thirdAdministrative Agent, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligations; and fourthexercise, to the extent of any excess of such proceeds, to the payment to protection or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received enforcement by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral rights, remedies, powers and privileges of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, under this Agreement or any of the Foreign Obligations in the following order of priority: firstother Loan Documents; (b) Second, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation obligations hereunder; provided that distributions shall be made (A) with respect to any fees owing to the Administrative Agent and its agents and counselthe Lenders, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as ratably among the Administrative Agent and not any Lenders to which such fees are owed, and (B) with respect to each type of other Liabilities owing to the Lenders such as a Lenderinterest, principal, fees and expenses, ratably among the Lenders, and (C) otherwise in such order or preference as the Majority Lenders may determine. In determining the obligations under this Agreement for purposes of clauses (A) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party(B), and to the payment of all costs and expenses paid or incurred by the Administrative Agent may in connection with its reasonable discretion make proper allowance to take into account any obligations hereunder not then due and payable; and (c) Third, the exercise of any right or remedy hereunder or under the Credit Agreementexcess, all in accordance with the terms hereof or thereof; secondif any, shall be returned to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully Persons as are entitled to receive the same or as a court of competent jurisdiction may directthereto. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. Upon the occurrence and during the continuance of an Event of Default, (ia) Except as expressly set forth in clause all payments received on account of the Obligations, whether from Borrower or any Subsidiary Guarantor or otherwise, shall be applied by Administrative Agent against the Obligations and (iib) below, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral under any Collateral Document shall be either be, in the discretion of Administrative Agent, held by Administrative Agent as Collateral for, or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document), in each case of clauses (a) and (b) above, in the following order of priority: first, to : (a) To the payment of all costs and expenses of such sale, collection or other realization, including the reasonable compensation to the fees and expenses of Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to compensation (including the fees described in subsection 2.3), reimbursement and indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) under such Loan Document and all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Loan Document, all in accordance with the terms hereof or thereof; secondof this Agreement and such Loan Document; (b) thereafter, to the extent of any excess of such proceeds, to repay any outstanding the payment of all Revolving Loans and Swing Line Loans that have been advanced by Administrative Agent or the Swing Line Lender and amounts drawn under to the reimbursement of the Issuing Bank for all draws on Letters of Credit and for which the Issuing Bank has not otherwise been reimbursed by in accordance with the applicable Borrower or the applicable Revolving Lenders; thirdterms of this Agreement; (c) thereafter, to the extent of any excess of such proceeds, to the payment of all other such Secured Obligations (as such term is defined in the applicable Collateral Document) for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligationsholders thereof; and fourthand (d) thereafter, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (ia) Except as expressly set forth provided elsewhere in clause (ii) belowthis Pledge Agreement and in Section 6.11 of the Credit Agreement, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale ofsale, any collection from, or other realization upon all or any part of the Collateral as well as any Collateral consisting of cash shall be applied in full or in part by the Administrative Agent against, the Secured Obligations in the following order of priority: firstFIRST, to the payment of all reasonable costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection therewithwith such collection or sale or otherwise in connection with this Pledge Agreement, any other Loan Document or any of the Secured Obligations, including all out of pocket court costs and the reasonable fees and expenses of its agents and legal counsel, all amounts for which the Administrative Agent is entitled to indemnification hereunder under the Credit Agreement (in its capacity as the Administrative Agent and not as a Lender) and ), the repayment of all advances made by the Administrative Agent hereunder for the account or under any other Loan Document on behalf of the applicable Loan Party, Grantor and to the payment of all any other reasonable out-of-pocket costs and or expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereofany other Loan Document; second, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; thirdSECOND, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit in full of the Lenders and Secured Obligations (the Lender Counterparties holding amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such Obligationsdistribution) with the amount allocable to the Credit Obligations to be applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and fourthTHIRD, to the extent of any excess of such proceeds, proceeds to the payment to Grantor, its successors or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct. (ii) All proceeds received . The Administrative Agent shall have sole and absolute discretion as to the time of application of any such proceeds, monies or balances in accordance with this Pledge Agreement. Upon any sale of the Collateral by the Administrative Agent from (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral Agent in respect so sold and such purchaser or purchasers shall not be obligated to see to the application of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation purchase money paid over to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent such officer or be answerable in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder any way for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or misapplication thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (i) Except as expressly set forth provided in clause (iisubsection 2.4B(iii)(a) belowwith respect to prepayments from Net Asset Sale Proceeds, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral under any Collateral Document shall be held by Administrative Agent as Collateral for and, promptly after any Secured Obligations (as defined in such Collateral Document) become due and payable or, in the case of contingent reimbursement obligations in respect of Letters of Credit, draws under such Letters of Credit have been honored, applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document) in the following order of priority: first, to : (a) To the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) under such Collateral Document and all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Collateral Document, all in accordance with the terms hereof or thereof; secondof this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other such Secured Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligationsholders thereof; and fourthand (c) thereafter, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (ia) Except as expressly set forth in clause (ii) below, all proceeds All moneys received by the Administrative Agent from as a result of the Collateral enforcement of the rights and remedies of the Agent or the Creditors pursuant to the Security Documents and otherwise in respect of the Collateral shall be distributed by the Agent on the dates fixed by the Agent (individually a "Distribution Date" and collectively, the "Distribution Dates") as follows: FIRST: to the Agent in payment of the amount of any and all unreimbursed expenses of the Agent, including, without limitation, the fees and disbursements of its counsel and of any agents and experts employed by the Agent, incurred by the Agent prior to the relevant Distribution Date in connection with (w) the administration of this Agreement and the Security Documents, (x) the custody, preservation, use or operation of, or the sale of, any collection from, or other realization upon all any assets of the Company pursuant to the Security Documents (y) the exercise or enforcement of any of the rights of the Agent hereunder or under the Security Documents or (z) the failure by the Company to perform or observe any of the provisions of this Agreement or any part Security Document; SECOND: to the Banks in an amount equal to the sum of the Collateral unpaid principal of and interest on the Notes plus the aggregate amount of Permitted Letter of Credit Amounts (excluding all such Permitted Letter of Credit Amounts which the Issuing Bank of any Permitted Letters of Credit has paid to the beneficiary thereof and has been reimbursed therefor by the Company), and accrued interest thereon, if any, and to the Swap Providers in an amount equal to the obligations of the Company (calculated, if the Swap Agreement is an ISDA Master Agreement (Multicurrency-Cross Border) ("ISDA Agreement"), pursuant to Section 6(e) thereof, or, if the Swap Agreement is not an ISDA Agreement, pursuant to the provisions of such Swap Agreement substantially similar to Section 6(e) of the ISDA Agreement) under the Swap Agreements and any accrued interest thereon, if any, and, in the event such moneys shall be applied insufficient to pay in full or in part by such amounts, then to the Administrative Agent against, the Obligations payment thereof ratably to each Creditor in the following order same proportion which (x) the sum of priority: firstaggregate unpaid principal of and interest on the Notes held by such Bank plus the aggregate amount of unreimbursed Permitted Letter of Credit Amounts and accrued interest thereon (excluding therefrom an amount equal to that portion of such interest calculated at a rate per annum in excess of the rate per annum provided for under Subsection 2.04(b), such excluded amount being the "Excess Interest"), if any, in respect of Permitted Letters of Credit issued by such Bank or the sum of the obligations of the Company (calculated as described above) to such Swap Provider under the applicable Swap Agreement and any accrued interest thereon, as the case may be, bears to (y) the sum of the aggregate unpaid principal of and interest on the Notes plus the aggregate amount of Permitted Letter of Credit Amounts and accrued interest thereon (excluding therefrom an amount equal to the aggregate Excess Interest), if any, plus an amount equal to the obligations of the Company (calculated as described above) under the Swap Agreements and any accrued interest thereon, if any, on the relevant Distribution Date (all such prepayments to be applied by each Creditor first to the payment of all costs accrued and expenses of such saleunpaid interest, collection or other realizationif any, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred owing by the Administrative Agent in connection therewithCompany to such Creditor, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administrative Agent hereunder for the account of the applicable Loan Party, and then to the payment of principal on the Notes or the obligations of the Company (calculated as described above) under the Swap Agreements, as the case may be, and finally pursuant to the documents evidencing the Permitted Letter of Credit Amounts, if any, of such Creditor); provided, however, in the event any Bank that has issued a Permitted Letter of Credit does not for any reason apply its portion of the proceeds of the Collateral as provided herein within 30 days after the expiration date of such Permitted Letter of Credit, such Bank shall return all costs and expenses paid or incurred such unapplied proceeds to the Agent for distribution to the Banks for the ratable application to any unpaid obligations held by the Administrative Agent Banks in connection with respect of the exercise Notes and any other Permitted Letters of Credit; THIRD: to the Creditors in an amount equal to the sum of unpaid commitment and agent's fees payable under this Agreement plus the fees, if any, due in respect of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Permitted Letters of Credit and not reimbursed by plus the applicable Borrower or the applicable Revolving Lenders; thirdfees, to the extent if any, due in respect of any excess of Swap Agreements (collectively the "Fees"), whether matured or unmatured, and, in the event such proceedsmoneys shall be insufficient to pay in full such amount, then to the payment thereof ratably to each Creditor in the same proportion which the aggregate amount of Fees due to such Creditor bears to the aggregate unpaid Fees due to all the Creditors on the relevant Distribution Date; FOURTH: to the Banks in an amount equal to the aggregate Excess Interest plus all other Obligations for the ratable benefit of the Lenders amounts due under this Agreement and the Lender Counterparties holding such Obligations; Security Documents and fourth, to the extent of any excess of Swap Providers, in an amount equal to all other amounts, due under the Swap Agreements, this Agreement and the Security Documents (collectively the "Other Amounts"), and in the event such proceedsmoneys shall be insufficient to pay in full such amount, then to the payment thereof ratably to or upon each Creditor in the order same proportion which the aggregate amount of Other Amounts due such Creditor to the applicable Loan Party aggregate unpaid Other Amounts due to all the Creditors on the relevant Distribution Date; and FIFTH: any surplus then remaining shall be paid to the Company, or to whosoever its successors and assigns, or to whomsoever may be lawfully entitled to receive the same same, or as a court of competent jurisdiction may direct. (iib) All proceeds received by the Administrative Agent from the Collateral Agent The term "unpaid" as used in respect this Section 10.05 shall mean all obligations outstanding as of a Distribution Date as to which prior distributions have not been made, after giving effect to any sale of, any collection from, or other realization upon all or any part adjustments which are made pursuant to Section 10.04 and of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may directshall have been notified. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. Upon the occurrence and during the continuance of an Event of Default, (ia) Except as expressly set forth in clause all payments received on account of the Obligations, whether from the Borrower or any Subsidiary Guarantor or otherwise, shall be applied by Administrative Agent against the Obligations and (iib) below, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall under any Collateral Document may, in the discretion of Administrative Agent, be held by Administrative Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document), in each case, in the following order of priority: first, to : (a) To the payment of all costs and expenses of such sale, collection or other realization, including the reasonable compensation to the fees and expenses of Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to compensation (including the fees described in subsection 2.3), reimbursement and indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) under such Loan Document and all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Loan Document, all in accordance with the terms hereof or thereof; second, to the extent of any excess of this Agreement and such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; thirdLoan Document; (b) thereafter, to the extent of any excess of such proceeds, to the payment of all other such Secured Obligations (as such term is defined in the applicable Collateral Document) for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligationsholders thereof; and fourthand (c) thereafter, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (i) Except as expressly set forth in clause (ii) below, all All proceeds received by the Administrative Agent from Lender, as the Collateral Agent case may be, in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall under any Collateral Document may, in the discretion of the Lender, be held by the Lender as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent Lender against, the applicable Secured Obligations (as defined in such Collateral Document) in the following order of priority: first, : (a) to the payment of all costs and expenses of such sale, collection or other realization, including without limitation reimbursement of reasonable compensation to the Administrative Agent and its agents and out-of-pocket expenses including reasonable fees of counsel, and all other expenses, reasonable liabilities and advances made or incurred by the Administrative Agent Lender in connection therewith, and all amounts for which the Administrative Agent Lender is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) under such Collateral Document and all advances made by the Administrative Agent hereunder Lender thereunder for the account of the applicable Loan PartyCompany, and to the payment of all reasonable costs and expenses paid or incurred by the Administrative Agent Lender in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Collateral Document, all in accordance with the terms hereof or thereof; secondof this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Secured Obligations; and fourthand (c) thereafter, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party Company or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (i) Except as expressly set forth provided in clause (ii------------------------------------- subsections 2.4A(iii)(a) belowand 2.4A(iii)(b) with respect to prepayments from Net Asset Sale Proceeds and Net Insurance/Condemnation Proceeds, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall under any Collateral Document during the continuation of an Event of Default may, in the discretion of Administrative Agent, be held by Administrative Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Administra tive Agent against, the applicable Secured Obligations (as defined in such Collateral Document) in the following order of priority: first, to : (a) To the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent and its agents and counsel in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) under such Collateral Document and all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Collateral Document, all in accordance with the terms hereof or thereof; secondof this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other such Secured Obligations then due and owing for the ratable benefit of the Lenders and holders thereof in accordance with the Lender Counterparties holding such Obligationsterms of Intercreditor Agreement; and fourthand (c) thereafter, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (i) Except as expressly set forth in clause (ii) below, all All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall under any Collateral Document may, in the discretion of the Collateral Agent, be held by Collateral Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Collateral Agent against, the Obligations applicable secured obligations (as defined in such Collateral Document, the "SECURED OBLIGATIONS" ) in the following order of priority: first, to : (a) To the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Collateral Agent in connection therewith, and all amounts for which the Administrative Collateral Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) under such Collateral Document and all advances made by the Administrative Collateral Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Collateral Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Collateral Document, all in accordance with the terms hereof or thereof; secondof this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other such Secured Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligations; and fourthholders thereof; (c) thereafter, to the extent of any excess such proceeds, to the payment of Cash collateral for Letters of Credit for the ratable benefit of the Issuing Lenders thereof and holders of participations therein; and (d) thereafter, to the extent of any excess such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, (ix) Except as expressly set forth in clause the case of any Event of Default under Section 9.1(j), immediately following the occurrence and during the continuance thereof, (iiy) belowon and after the Revolving Credit Maturity Date, and (z) in the case of any other Event of Default that is continuing: (a) upon the termination of the Revolving Credit Aggregate Commitment, or (b) the acceleration of any Indebtedness arising under this Agreement (other than Commodity Hedging Agreements and Interest Rate Agreements), or (c) at Administrative Agent’s option, or (d) upon the request of the Majority Lenders after the commencement of any remedies hereunder, all proceeds realized from the liquidation or other disposition of Collateral or otherwise received after maturity of the Indebtedness, whether by acceleration or otherwise, shall be applied: (a) first, to payment or reimbursement of that portion of the Indebtedness constituting reasonable fees, expenses and indemnities payable to the Administrative Agent in its capacity as such; (b) second, pro rata to payment or reimbursement of that portion of the Indebtedness constituting reasonable fees, expenses and indemnities payable to the Lenders; (c) third, pro rata to payment of accrued interest on Advances; (d) fourth, pro rata to payment of principal outstanding on Advances, and the payment of Lender Hedging Obligations and Lender Product Obligations; (e) fifth, pro rata to any other Indebtedness; (f) sixth, to serve as cash collateral to be held by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by the Administrative Agent against, the Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administrative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such secure Reimbursement Obligations; and fourth(g) seventh, to the extent of any excess of such proceedsexcess, to the payment to or upon the order after all of the applicable Loan Party or Indebtedness shall have been paid in full in cash, shall be paid to whosoever may be lawfully entitled to receive the same Borrower or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as otherwise required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreementlaw.

Application of Proceeds of Collateral. Upon the occurrence and ------------------------------------- during the continuance of an Event of Default, (ia) Except as expressly set forth in clause all payments received on account of the Obligations, whether from the Borrower or any Subsidiary Guarantor or otherwise, shall be applied by Administrative Agent against the Obligations and (iib) below, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall under any Collateral Document may, in the discretion of Administrative Agent, be held by Administrative Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document), in each case, in the following order of priority: first, to : (a) To the payment of all costs and expenses of such sale, collection or other realization, including the reasonable compensation to the fees and expenses of Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to compensation (including the fees described in subsection 2.3), reimbursement and indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) under such Loan Document and all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Loan Document, all in accordance with the terms hereof or thereof; second, to the extent of any excess of this Agreement and such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; thirdLoan Document; (b) thereafter, to the extent of any excess of such proceeds, to the payment of all other such Secured Obligations (as such term is defined in the applicable Collateral Document) for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligationsholders thereof; and fourthand (c) thereafter, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (i) Except as expressly set forth in clause (ii) below, all All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall under any Pledge Agreements may, in the discretion of the Collateral Agent, be held by Collateral Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Collateral Agent against, the Obligations applicable secured obligations (as defined in such Pledge Agreement, the "Secured Obligations") in the following order of priority: first, : (a) to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Collateral Agent in connection therewith, and all amounts for which the Administrative Collateral Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) under such Pledge Agreement and all advances made by the Administrative Collateral Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Collateral Agent in connection with the exercise of any right or remedy hereunder or under the Credit such Pledge Agreement, all in accordance with the terms hereof or thereof; secondof this Agreement and such Pledge Agreement; (b) thereafter, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other such Secured Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligations; and fourthholders thereof; (c) thereafter, to the extent of any excess such proceeds, to the payment of cash collateral for Letters of Credit for the ratable benefit of the Issuing Lenders thereof and holders of participations therein; and (d) thereafter, to the extent of any excess such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (i) Except as expressly set forth provided in clause (iisubsection 2.4B(iii)(a) belowwith respect to prepayments from Net Asset Sale Proceeds, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall under any Collateral Document may, in the discretion of Agent, be held by Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document) in the following order of priority: first, to : (a) To the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) under such Collateral Document and all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Collateral Document, all in accordance with the terms hereof or thereof; secondof this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other such Secured Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligations; and fourthholders thereof; (c) thereafter, to the extent of any excess such proceeds, to the payment of cash collateral for Letters of Credit for the ratable benefit of the Issuing Lenders thereof and holders of participations therein; and (d) thereafter, to the extent of any excess such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (i) Except as expressly set forth provided in clause (iisubsection 2.4B(iii)(b) belowwith respect to prepayments from Net Asset Sale Proceeds, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall under any Collateral Document may, in the discretion of the Collateral Agent, be held by Collateral Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Collateral Agent against, the Obligations applicable secured obligations (as defined in such Collateral Document, the "Secured Obligations" ) in the following order of priority: first, to : (a) To the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Collateral Agent in connection therewith, and all amounts for which the Administrative Collateral Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) under such Collateral Document and all advances made by the Administrative Collateral Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Collateral Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Collateral Document, all in accordance with the terms hereof or thereof; secondof this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other such Secured Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligations; and fourthholders thereof; (c) thereafter, to the extent of any excess such proceeds, to the payment of Cash collateral for Letters of Credit for the ratable benefit of the Issuing Lenders thereof and holders of participations therein; and (d) thereafter, to the extent of any excess such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. Upon termination of the Revolving Loan Commitments or upon the occurrence and during the continuation of an Event of Default, if requested by Requisite Lenders (ia) Except as expressly set forth in clause all payments received on account of the Obligations, whether from Company, from any Subsidiary Guarantor or otherwise, shall be applied by Administrative Agent against the Obligations and (iib) below, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall under any Collateral Document may, in the discretion of Administrative Agent, be held by Administrative Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document) in the following order of priority: first, to : (a) To the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) under such Collateral Document and all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Collateral Document, all in accordance with the terms hereof or thereof; secondof this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other such Secured Obligations (as defined in such Collateral Document) for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligationsholders thereof; and fourthand (c) thereafter, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, following the occurrence of an Event of Default and (i) Except as expressly set forth in clause termination of the Revolving Credit Aggregate Commitment, (ii) below, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part acceleration of the Collateral shall be applied in full Indebtedness or in part by the Administrative Agent against, the Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lenderiii) and all advances made by the Administrative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or other remedy hereunder or under pursuant to the Credit Agreement, all request of the requisite Lenders in accordance with Section 9.2 hereof, the proceeds of any Collateral, together with any offsets, voluntary payments by Borrower or any Subsidiary of the Borrower or others and any other sums received or collected in respect of the Indebtedness, shall be applied, first, to pay all incurred and unpaid fees and expenses of the Agent under the Loan Documents and any protective advances made by Agent with respect to the Collateral under or pursuant to the terms hereof of any Loan Document, next, to pay any fees and expenses owed to the Issuing Lender hereunder, next, to pay the Indebtedness under the Revolving Credit (including the Swing Line) and the Term Loan and any Reimbursement Obligations and indebtedness owed under any Interest Rate Protection Agreements on a pro rata basis (or thereofin such order and manner as determined by the Majority Lenders, the Maturity Revolving Credit Lenders and the Majority Term Loan Lenders; secondsubject, however, to the extent applicable Percentages of any excess the loans held by each of such proceedsthe Lenders), next, to repay any outstanding Swing Line Loans other Indebtedness on a pro rata basis, and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; thirdthen, if there is any excess, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders Borrower and the Lender Counterparties holding such Obligations; and fourthSubsidiaries, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and case may be. Subject to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of this Section 10.2, the Security Documents or application of such proceeds and other sums to the 2023 Debentures Intercreditor AgreementAdvances of the Revolving Credit and the Term Loan, the Reimbursement Obligations and under any Interest Rate Protection Agreements shall be based on each Lender’s Weighted Percentage of the aggregate of the loans.

Application of Proceeds of Collateral. (i) Except as expressly set forth in clause (ii) below, all All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral under any Collateral Document shall be applied in full or in part by the Administrative Agent against, against the applicable Secured Obligations (used hereinafter as defined in such Collateral Document) then due and owing in the following order of priority: first, to : (a) To the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) under such Collateral Document and all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Collateral Document, including fees and expenses of counsel, all in accordance with the terms hereof or thereof; second, to the extent of any excess of this Agreement and such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; thirdCollateral Document; (b) thereafter, to the extent of any excess of such proceeds, to the payment of all other such Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligations; and fourthholders thereof; (c) thereafter, to the extent of any excess of such proceeds, to the Collateral Account in an amount not greater than 105% of the Letter of Credit Usage to serve as Collateral for the Loan Parties' obligations with respect to Letters of Credit then outstanding; and (d) thereafter, to the extent of any excess such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (i) Except as expressly set forth Notwithstanding anything to ------------------------------------- the contrary in clause (ii) belowthis Agreement or any other Loan Document, all after an Event of Default, the proceeds of any Collateral, together with any offsets, voluntary payments by Company or any Subsidiary or others and any other sums received by the Administrative Agent from the Collateral Agent or collected in respect of any sale ofthe Indebtedness, any collection from, or other realization upon all or any part of the Collateral shall be applied in full or in part by the Administrative Agent against, the Obligations in the following order of priority: firstas follows: (a) First, to the payment of all costs and expenses of such sale, collection or other realizationexpenses, including reasonable compensation to the Administrative Agent and its agents and counselwithout limitation all attorneys' fees, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administrative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise enforcement of any right or remedy hereunder or under the Credit Loan Documents and otherwise administering this Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds; (b) Second, to the payment of all other Obligations fees of any kind required to be paid under any Loan Document on a pro rata basis in accordance with the Indebtedness consisting of fees owing to the Lenders and Agent under the Indebtedness, for application to payment of such Indebtedness; (c) Third, to the ratable benefit payment of Indebtedness consisting of principal (including without limitation any cash collateral for any outstanding Letters of Credit), interest, and any payment obligations, if any, under Hedging Transactions evidenced by Interest Rate Protection Agreements which are part of the Indebtedness, such application to be made on a pro rata basis in accordance with the respective amounts of such Indebtedness; (d) Fourth, to the payment of any and all other Indebtedness owing to the Lenders and the Agent on a pro rata basis in accordance with the total amount of such Indebtedness owing to each of the Lenders and the Lender Counterparties holding such Obligations; and fourthAgent, for application to the extent of any excess payment of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.Indebtedness; and (iie) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: firstFifth, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, any and all other expensesindebtedness, obligations and liabilities and advances made or incurred secured by the Administrative Agent in connection therewith, Collateral Documents and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and owing to the payment of all costs Lenders and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit AgreementAgent, all on a pro rata basis in accordance with the terms hereof or thereof; second, to the extent of any excess total amount of such proceedsother indebtedness, obligations and liabilities owing to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit each of the Lenders and the Lender Counterparties holding Agent, for application to payment of such Foreign Obligationsother indebtedness, obligations and liabilities; and fourthand (f) Sixth, to the extent Company, its Subsidiaries or such other Person as may be legally entitled thereto. Notwithstanding the foregoing, no payments of principal, interest, fees or other amounts delivered to the Agent for the account of any excess of Defaulting Lender shall be delivered by the Agent to such proceedsDefaulting Lender. Instead, such payments shall, for so long as such Defaulting Lender shall be a Defaulting Lender, be held by the Agent, and the Agent is hereby authorized and directed by all parties hereto to hold such funds in escrow and apply such funds as follows: (i) First, if applicable to any payments due from such Defaulting Lender ----- to the Agent, and (ii) Second, to Advances required to be made by such Defaulting Lender to ------ the extent such Defaulting Lender fails to make such Advances. Notwithstanding the foregoing, after the Revolving Credit Maturity Date and the payment to or upon the order and performance of all of the applicable Loan Party or Indebtedness (other than those owing to whosoever may be lawfully entitled to receive a Defaulting Lender), any funds then held in escrow by the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral pursuant to the Administrative Agent andpreceding sentence shall be distributed to each Defaulting Lender, as applicable, pro rata in --- ---- proportion to amounts that would be due to each Defaulting Lender but for the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreementfact that it is a Defaulting Lender.

Application of Proceeds of Collateral. (i) Except as expressly set forth provided in clause (iisubsection ------------------------------------- 2.4B(iii)(a) belowwith respect to prepayments from Net Asset Sale Proceeds and in subsection 2.4B(iii)(b) with respect to prepayments from Net Insurance/Condemnation Proceeds, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall under any Collateral Document may, in the discretion of Administrative Agent, be held by Administrative Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document) in the following order of priority: first, to : (a) To the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) under such Collateral Document and all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Collateral Document, all in accordance with the terms hereof or thereofof this Agreement and such Collateral Document; second(b) thereafter, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other such Secured Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligationsholders thereof; and fourth(c) thereafter, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (i) Except as expressly set forth Notwithstanding any provision to the contrary in clause (ii) belowany Collateral Document, all the proceeds of any property of the Company or the Guarantors which is subject to the Liens of the Administrative Agent pursuant to the Loan Documents received by the Administrative Agent from upon the Collateral Agent in respect occurrence and during the continuation of any sale of, any collection from, or other realization upon all or any part Event of the Collateral Default shall be applied in full or in part by to the Administrative Agent against, Company's and the Obligations in Guarantors' obligations under the following order of priorityLoan Documents as follows: firstFIRST, to the payment of all costs and expenses of such sale, the Administrative Agent incurred in connection with the collection and enforcement of the obligations or other realization, including reasonable compensation of the security interest granted to the Administrative Agent pursuant to the Loan Documents, including all costs and its agents and counselexpenses of any sale pursuant to any Loan Document, and of any judicial or private proceedings in which such sale may be made, and of all other expenses, liabilities obligations and advances made or incurred by the Administrative Agent in connection therewithAgent; SECOND, to payment, pro rata, of accrued and all amounts for which the Administrative Agent is entitled to indemnification hereunder unpaid interest and fees (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administrative Agent hereunder for the account of the applicable Loan Party, and other than those with respect to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection Cash Management Obligations), together with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, (to the extent of any excess of such proceedspermitted by law) interest owing thereon at the applicable default rate from the date due, owing or unpaid until paid in full; THIRD, to repay any payment, pro rata, of the principal amount of the outstanding Swing Line Loans Loans, then due and amounts drawn under payable; FOURTH, to payment for cash collateralization of all undrawn Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, all unreimbursed draws with respect to the extent Letters of any excess of such proceeds, Credit (pursuant to the payment of all other Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation documentation acceptable to the Administrative Agent and its agents the Banks); FIFTH, to payment of all outstanding Cash Management Obligations and counselcash collateralization of all contingent Cash Management Obligations (pursuant to documentation and in amount reasonably determined by the Administrative Agent); and SIXTH, the balance, if any, after all of the foregoing obligations have been satisfied, to or at the direction of the Company. The Company and all the Guarantors shall remain liable for any deficiency if the proceeds of any sale or other expensesdisposition of the collateral are insufficient to pay the foregoing obligations, liabilities including, without limitation, the fees and advances made or incurred disbursements of any attorneys engaged by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled or any Bank to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of collect such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may directdeficiency. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (ia) Except as expressly set forth in clause (ii) below, all proceeds received by Each of the Administrative Agent from Agent, the Collateral Agent in respect and each Lender hereby acknowledges and agrees that it shall not be entitled to receive the proceeds of any sale of, any collection from, or other realization upon all Collateral provided pursuant to the Security Documents under (and as defined in) the US Credit Agreement or any part of Guarantee under (and as defined in) the US Credit Agreement until it has used its diligent efforts to realize upon the Collateral under (and as defined in) this Agreement; provided that the restrictions contained in this subsection 14.14 shall be applied in full or in part by terminate immediately upon notice from the Administrative Agent against, the Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation Majority Lenders hereunder to the Administrative Agent and its agents the Collateral Agent under (and counsel, and all other expenses, liabilities and advances made or incurred as defined in) the US Credit Agreement that such diligent efforts have been used. Following receipt by the Administrative Agent and the Collateral Agent (as defined in connection therewiththe US Credit Agreement) of any such notice, any proceeds from the realization of Collateral (as defined in the US Credit Agreement) shall be applied to the Obligations hereunder and all amounts for which the Obligations under (and as defined in) the US Credit Agreement in such a manner so that the holders of the Obligations hereunder shall have received (to the extent that such proceeds are sufficient to do so) payment on the same percentage of the aggregate amount of the Obligations hereunder as the holders of the Obligations under (and as defined in) the US Credit Agreement shall have received of the Obligations (as defined in the US Credit Agreement) thereunder. (b) Each of the Administrative Agent, the Collateral Agent is and each Lender hereby agrees that it shall not be entitled to indemnification hereunder receive the proceeds of any Collateral provided pursuant to the Security Documents under (in its capacity and as defined in) the US Credit Agreement or any Guarantee under (and as defined in) the US Credit Agreement to the extent that the Administrative Agent, the Collateral Agent and not as the Lenders have received any payment of all or part of the amounts owing to it hereunder and under the other Loan Documents, or have received any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Subsection 12(g) or otherwise), in a Lender) and all advances made greater proportion than any such payment to or collateral received by the Administrative Agent, the Collateral Agent hereunder for and the account Lenders under (and as defined in) the US Credit Agreement in respect of amounts owing to them thereunder and under the applicable Loan Party, and Documents (as defined therein). Notwithstanding anything to the payment of all costs and expenses paid contrary contained herein or incurred by the Administrative Agent in connection with the any other Loan Document, each Lender agrees that it will not exercise of any right or remedy hereunder or rights available to it under the Credit Agreement, Bank Act Security until such time as the Loans hereunder and all other amounts owing under this Agreement and the Notes have been declared to be due and payable in accordance with the terms hereof or thereof; secondprovisions of Section 12, unless the existence of any statutory Liens in favor of third parties ranking prior to the extent Lien of any excess the Collateral Agent and the Lenders under the Security Agreements (other than the Bank Act Security) would substantially reduce the proceeds of realization under such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed Security Agreements (as determined by the applicable Borrower or Collateral Agent based upon advice from Canadian legal counsel), in which event the applicable Revolving Lenders; third, Lenders shall enforce the Bank Act Security prior to the extent enforcement of any excess of such proceeds, the Security under the Security Documents generally. (c) Notwithstanding anything to the payment contrary contained herein, the foregoing provisions of all other Obligations for this subsection 14.14 and subsection 14.14 of the ratable benefit of US Credit Agreement are intended to constitute an inter-creditor agreement between the Lenders and the Lender Counterparties holding such Obligations; Lenders under (and fourth, as defined in) the US Credit Agreement. The provisions of this subsection 14.14 are not intended to inure to the extent benefit of any excess third party beneficiaries and nothing contained herein shall be deemed to impair the perfection and/or priority of such proceeds, to the payment to or upon the order of security interests (and the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lenderequivalents thereof) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit rights of the Lenders hereunder and Lenders under (and as defined in) the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that US Credit Agreement in the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, hereunder or thereunder (and as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreementdefined in therein).

Application of Proceeds of Collateral. (i) Except as expressly set forth provided in clause (ii------------------------------------- subsection 2.4B(iii)(a) belowwith respect to prepayments from Net Asset Sale Proceeds, all proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral shall under any Collateral Document upon the occurrence and during the continuation of an Event of Default or Potential Event of Default, may, in the discretion of Administrative Agent, be held by Administrative Agent as Collateral for, and/or (then or at any time thereafter) applied in full or in part by the Administrative Agent against, the applicable Secured Obligations (as defined in such Collateral Document) in the following order of priority: first, to : (a) To the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) under such Collateral Document and all advances made by the Administrative Agent hereunder thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreementsuch Collateral Document, all in accordance with the terms hereof or thereof; secondof this Agreement and such Collateral Document; (b) thereafter, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other such Secured Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligationsholders thereof; and fourthand (c) thereafter, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable such Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect of any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.

Application of Proceeds of Collateral. (ia) Except as expressly set forth in clause (ii) below, all proceeds All moneys received by the Administrative Agent from as a result of the Collateral enforcement of the rights and remedies of the Agent or the Banks pursuant to the Security Documents shall be distributed by the Agent on the dates fixed by the Agent (individually a "Distribution Date" and collectively, the "Distribution Dates") as follows: FIRST: to the Agent in respect payment of the amount of any and all unreimbursed expenses of the Agent, including, without limitation, the fees and disbursements of its counsel and of any agents and experts employed by the Agent, incurred by the Agent prior to the relevant Distribution Date in connection with (w) the administration of this Agreement and the Security Documents, (x) the custody, preservation, use or operation of, or the sale of, any collection from, or other realization upon all any assets of the Company pursuant to the Security Documents (y) the exercise or enforcement of any of the rights of the Agent hereunder or under the Security Documents or (z) the failure by the Company to perform or observe any of the provisions of this Agreement or any part Security Document; SECOND: to the Banks in an amount equal to the sum of the Collateral unpaid principal of and interest on the Notes plus the aggregate amount of Permitted Letter of Credit Amounts (excluding all such Amounts which the issuing Bank of any Permitted Letters of Credit has paid to the beneficiary thereof and has been reimbursed therefor by the Company), and accrued interest thereon, if any, and, in the event such moneys shall be applied insufficient to pay in full or in part by such amount, then to the Administrative Agent against, the Obligations payment thereof ratably to each Bank in the following order same proportion which (x) the sum of priority: firstaggregate unpaid principal of and interest on the Notes held by such Bank plus the aggregate amount of unreimbursed Permitted Letter of Credit Amounts and accrued interest thereon (excluding therefrom an amount equal to that portion of such interest calculated at a rate per annum in excess of the rate per annum provided for under Subsection 2.03(b), such excluded amount being the "Excess Interest"), if any, in respect of Permitted Letters of Credit issued by such Bank bears to (y) the sum of the aggregate unpaid principal of and interest on the Notes plus the aggregate amount of Permitted Letter of Credit Amounts and accrued interest thereon (excluding therefrom an amount equal to the aggregate Excess Interest), if any, on the relevant Distribution Date (all such partial prepayments to be applied by each Bank first to the payment of all costs accrued and expenses unpaid interest on the Notes and Permitted Letter of Credit Amounts, if any, of such saleBank, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administrative Agent hereunder for the account of the applicable Loan Party, and then to the payment of all costs principal thereon and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, finally pursuant to the extent documents evidencing the Permitted Letter of any excess Credit Amounts, if any, of such proceedsBank); provided, to repay however, in the event any outstanding Swing Line Loans and amounts drawn under Letters Bank that has issued a Permitted Letter of Credit and does not reimbursed by for any reason apply its portion of the applicable Borrower or proceeds of the applicable Revolving Lenders; thirdCollateral as provided herein within 30 days after the expiration date of such Permitted Letter of Credit, such Bank shall return all such unapplied proceeds to the extent of any excess of such proceeds, Agent for distribution to the payment of all other Obligations Banks for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligations; and fourth, application to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (ii) All proceeds received unpaid obligations held by the Administrative Agent from the Collateral Agent Banks in respect of the Notes and any sale of, any collection from, or other realization upon all or any part of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent against, the Foreign Obligations in the following order of priority: first, to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Permitted Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (iii) It is acknowledged and agreed that the Collateral Agent will distribute proceeds of Collateral to the Administrative Agent and, as applicable, the 2023 Debentures Trustee, as required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreement.Credit;

Application of Proceeds of Collateral. Notwithstanding anything to the contrary in this Agreement, (a) in the case of any Event of Default under Section 9.1(j), immediately following the occurrence and during the continuance thereof, (b) on and after the Revolving Credit Maturity Date, and (c) in the case of any other Event of Default that is continuing: (i) Except as expressly set forth in clause upon the termination of the Revolving Credit Aggregate Commitment, or (ii) belowthe acceleration of any Indebtedness arising under this Agreement (other than Commodity Hedging Agreements and Interest Rate Agreements), or (iii) at Administrative Agent’s option, or (iv) upon the request of the Majority Lenders after the commencement of any remedies hereunder, all proceeds received by the Administrative Agent realized from the Collateral Agent in respect of any sale of, any collection from, liquidation or other realization upon all disposition of Collateral or any part otherwise received after maturity of the Collateral Indebtedness, whether by acceleration or otherwise, shall be applied in full or in part by the Administrative Agent against, the Obligations in the following order of priority: applied: (i) first, to payment or reimbursement of that portion of the payment of all costs Indebtedness constituting reasonable fees, expenses and expenses of such sale, collection or other realization, including reasonable compensation indemnities payable to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administrative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding Swing Line Loans and amounts drawn under Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.such; (ii) All proceeds received by the Administrative Agent from the Collateral Agent in respect second, pro rata to payment or reimbursement of any sale of, any collection from, or other realization upon all or any part that portion of the Collateral of the Foreign Borrower or Foreign Guarantors shall be applied in full or in part by the Administrative Agent againstIndebtedness constituting reasonable fees, the Foreign Obligations in the following order of priority: first, expenses and indemnities payable to the payment of all costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as the Administrative Agent and not as a Lender) and all advances made by the Administative Agent hereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to repay any outstanding amounts drawn under Foreign Letters of Credit and not reimbursed by the applicable Borrower or the applicable Revolving Lenders; third, to the extent of any excess of such proceeds, to the payment of all other Foreign Obligations for the ratable benefit of the Lenders and the Lender Counterparties holding such Foreign Obligations; and fourth, to the extent of any excess of such proceeds, to the payment to or upon the order of the applicable Loan Party or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.; (iii) It is acknowledged third, pro rata to payment of accrued interest on Advances; (iv) fourth, pro rata to payment of principal outstanding on Advances, and agreed that Indebtedness under the Collateral Lender Hedging Obligations and Lender Product Obligations owing to a Lender or an Affiliate of a Lender; (v) fifth, pro rata to any other Indebtedness; (vi) sixth, to serve as cash collateral to be held by the Agent will distribute proceeds to secure Reimbursement Obligations; and (vii) seventh, any excess, after all of Collateral the Indebtedness shall have been paid in full in cash, shall be paid to the Administrative Agent and, Borrower or as applicable, the 2023 Debentures Trustee, as otherwise required by the terms of the Security Documents or the 2023 Debentures Intercreditor Agreementlaw.