Common use of Application of Proceeds of Collateral Clause in Contracts

Application of Proceeds of Collateral. Except as may be separately otherwise agreed in writing by and between or among any applicable Agents, each Agent for, and on behalf of itself and the Secured Parties represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies shall be applied as follows, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, of costs and expenses of each Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); and fourth, the balance, if any, to the Loan Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01.

Application of Proceeds of Collateral. (a) Except as may be separately otherwise agreed expressly provided elsewhere in writing by this Security Agreement and between or among any applicable Agentsin Section 6.11 of the Credit Agreement, each Agent for, and on behalf of itself and the Secured Parties represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, proceeds received by any the Administrative Agent in connection with respect of any Exercise sale, any collection from, or other realization upon all or any part of Secured Creditor Remedies the Collateral as well as any Collateral consisting of cash shall be applied as follows, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, of costs and expenses of each Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent full or in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith part by the Senior Priority Agent)Administrative Agent against, which costs and expenses shall be payable the Secured Obligations in accordance with clause third the following order of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); secondpriority: FIRST, to the payment of Senior Priority Obligations owing all reasonable costs and expenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection or sale or otherwise in connection with this Security 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 under the Credit Agreement (in its capacity as the Administrative Agent and not as a Lender), the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Grantor and any other reasonable out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to the Senior Priority extent of any excess of such proceeds, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties represented by each Senior Priority Agent pro rata in accordance with the applicable Senior Priority amounts of the Secured Obligations owed to them on the date of any such distribution) with the amount allocable to the Credit Facility, which payment shall Obligations to be made between applied to the Credit Obligations in the manner set forth in Section 8.3 of the Credit Agreement; and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); thirdTHIRD, to the payment extent of Junior Priority Obligations owing any excess of such proceeds to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit FacilityGrantor, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between its successors or among any applicable Junior Priority Agentsassigns, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); and fourth, the balance, if any, to the Loan Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. Each Senior Priority The Administrative Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing have sole and absolute discretion as to the Senior Priority Secured Parties represented time of application of any such proceeds, monies or balances in accordance with this Security Agreement. Upon any sale of the Collateral by it as they may reasonably request in order the Administrative Agent (including pursuant to carry out a power of sale granted by statute or under a judicial proceeding), the purposes receipt of this Section 4.01. Each Junior Priority the purchase money by the Administrative Agent or of the officer making the sale shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing be a sufficient discharge to the Junior Priority Secured Parties represented by it as they may reasonably request purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in order to carry out any way for the purposes of this Section 4.01misapplication thereof.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed This Agreement constitutes a separate agreement in writing as contemplated by clauses 4.1(c) third and between or among 4.1(d) second of the Base Intercreditor Agreement. The parties hereto agree that any applicable AgentsProceeds of Collateral to be allocated under such clauses of the Base Intercreditor Agreement will be allocated first to the Senior Priority Obligations in accordance with the Base Intercreditor Agreement until the Discharge of Senior Priority Obligations, and then only after such Discharge of Senior Priority Obligations to the Junior Priority Obligations, and each Junior Priority Agent foragrees, for and on behalf of itself and the Secured Parties Junior Priority Creditors represented thereby, hereby agrees that all Collateral, and all after the Discharge of Senior Priority Obligations the remaining Proceeds thereof, in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies Collateral shall be applied as followsapplied, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, payment of costs and expenses of each Junior Priority Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); , and fourththird, the balance, if any, to the Loan Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they the Junior Priority Representative may reasonably request in order to carry out the purposes of this Section 4.014.1.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed in writing by and between or among any applicable Agents, each Agent forAgent, for and on behalf of itself and the Secured Parties Creditors represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, received by any such Agent in connection with any Exercise of Secured Creditor Remedies shall be applied as set forth in the ABL/Term Loan Intercreditor Agreement and, with respect to Collateral and Proceeds paid to the Term Loan Collateral Representative thereunder (or if the ABL/Term Loan Intercreditor Agreement is not then in effect), shall be applied as follows, subject to clause clauses (e) through (h) of this Section 4.01: 4.1, first, to the payment, on a pro rata basis, of costs and expenses of each AgentAgent (to the extent not already reimbursed under the ABL/Term Loan Intercreditor Agreement), as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority AgentRepresentative), which costs and expenses shall be payable in accordance with clause paragraph third of this paragraph clause (db) to the extent that such costs and expenses constitute Junior Priority Obligations); second, second to the payment payment, on a pro rata basis, of the Senior Priority Obligations (other than Excluded Senior Priority Obligations) in accordance with the Senior Priority Documents until the Discharge of Senior Priority Obligations owing shall have occurred, third, to the payment, on a pro rata basis, of the Junior Priority Obligations in accordance with the Junior Priority Documents until the Discharge of Junior Priority Obligations shall have occurred; fourth, to the payment, on a pro rata basis, of any Excluded Senior Priority Secured Parties represented by each Senior Priority Agent Obligations in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Documents until such Excluded Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed have been paid in writing by and between or among any applicable Senior Priority Agents, full in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby)cash; and fourthfifth, the balance, if any, to the Loan Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed This Agreement constitutes a separate agreement in writing as contemplated by clauses 4.1(d) second and between or among 4.1(e) third of the ABL/Term Intercreditor Agreement. The parties hereto agree that any applicable Agentsproceeds of Collateral to be allocated under such clauses of the ABL/Term Intercreditor Agreement will be allocated first to the Senior Priority Obligations in accordance with the ABL/Term Intercreditor Agreement until the Discharge of Senior Priority Obligations, and then only after such Discharge of Senior Priority Obligations to the Junior Priority Obligations, and each Junior Priority Agent foragrees, for and on behalf of itself and the Secured Parties Junior Priority Creditors represented thereby, hereby agrees that all the remaining proceeds of Collateral, and all Proceeds thereof, in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies shall be applied as follows, subject to clause (ei) of this Section 4.01: 4.1, as follows, first, to the payment, on a pro rata basis, payment of costs and expenses of each Junior Priority Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); , and fourththird, the balance, if any, to the Loan Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.014.1.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed in writing by and between or among any applicable AgentsSubject to the terms of the Base Intercreditor Agreement, each Agent forAgent, for and on behalf of itself and the Secured Parties represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies shall be applied as followsapplied, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, of costs and expenses of each Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent)Remedies, which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facilitypayment, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties Creditors represented thereby); , of the Senior Priority Obligations in accordance with the Senior Priority Documents until the Discharge of Senior Priority Obligations shall have occurred, third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facilitypayment, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties Creditors represented thereby), of the Junior Priority Obligations in accordance with the Junior Priority Documents until the Discharge of Junior Priority Obligations shall have occurred; and fourth, the balance, if any, to the Loan Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority , except that any Note Excluded Assets and Proceeds thereof received by any Agent in connection with any Exercise of Secured Creditor Remedies shall provide the Senior Priority Representative with such information about the Senior Priority not be applied to any First Lien Note Obligations, Second Lien Note Obligations owing or Additional Obligations to the Senior Priority Secured Parties represented extent provided in Section 7.23. This Agreement constitutes a separate agreement in writing as contemplated by it as they may reasonably request clauses 4.1(c) third and 4.1(d) second of the Base Intercreditor Agreement. The parties hereto agree that any proceeds of Collateral to be allocated under such clauses of the Base Intercreditor Agreement will be allocated in the order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01set forth above.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed in writing by and between or among any applicable Agents, each Agent for, and on behalf All proceeds of itself and the Secured Parties represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, Common Collateral received by the First Lien Collateral Agent (including, without limitation, any Agent interest earned thereon) resulting from the sale, collection or other Disposition of Common Collateral in connection with any Exercise demand for payment or acceleration thereof, the exercise of Secured Creditor Remedies shall be applied as follows, subject any rights or remedies with respect to clause (e) any Common Collateral securing the First Lien Obligations and the Second Lien Obligations or the commencement or prosecution of this Section 4.01: first, to enforcement of any of the payment, on a pro rata basis, of costs rights and expenses of each Agentremedies under, as applicable, the Laurus Security Agreement, the Ancillary Agreements, the Agency Agreement or the Investor Notes, or applicable Law, including without limitation the exercise of any rights of set-off or recoupment, and the exercise of any rights or remedies of a secured creditor under the UCC of any applicable jurisdiction or under the Bankruptcy Code shall be applied to the First Lien Obligations and Second Lien Obligations as follows: First, to payment of that portion of the First Lien Obligations constituting fees, indemnities, expenses and other amounts (including the reasonable fees and expenses of counsel) payable to the First Lien Collateral Agent in connection with such Exercise its capacity as such; Second, to payment of Secured Creditor Remedies that portion of the First Lien Obligations constituting fees payable to the First Lien Lenders, ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the First Lien Obligations constituting indemnities and other amounts (other than any costs fees, principal and interest) payable to the First Lien Lenders (including the reasonable fees and expenses of any Junior Priority counsel), ratably among them in proportion to the amounts described in this clause Third payable to them; Fourth, to payment of that portion of the First Lien Obligations constituting accrued and unpaid interest on the Loans, ratably among the First Lien Lenders in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the First Lien Obligations constituting unpaid principal of the Loans, ratably under this clause Fifth among the First Lien Lenders in proportion to the aggregate amounts of such Loans owing to First Lien Lenders then due and payable; Sixth, to payment of that portion of the Second Lien Obligations constituting fees, indemnities, expenses and other amounts (including the reasonable fees and expenses of counsel) payable to the Second Lien Collateral Agent in connection with any Exercise its capacity as such; Seventh, to payment of Secured Creditor Remedies by it all other Second Lien Obligations of the Borrower and its Subsidiaries owing under or in willful violation respect of this the Agency Agreement and the Investor Notes, including, without limitation, fees, unpaid principal, accrued and unpaid interest, indemnities and other amounts (as determined in good faith by including the Senior Priority Agent), which costs reasonable fees and expenses shall be of counsel) that are due and payable in accordance with clause third of this paragraph (d) to the extent that Second Lien Collateral Agent and the Second Lien Lenders, ratably based upon the respective aggregate amounts of all such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Second Lien Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents Second Lien Lenders on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby)such date; third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); and fourthLast, the balance, if any, after all of the First Lien Obligations and Second Lien Obligations have been paid in full, to the Loan Parties or to whomsoever may be lawfully entitled to receive the same Borrower or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented otherwise required by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01Law.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed Notwithstanding anything to the contrary in writing by this Agreement, (x) in the case of any Event of Default under Section 9.1(j), immediately following the occurrence and between or among any applicable Agentsduring the continuance thereof, each Agent for(y) on and after the Latest Maturity Date, and (z) in the case of any other Event of Default that is continuing: (a) upon the termination of the Commitments, 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 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 behalf Advances; (d) fourth, pro rata to payment of itself principal outstanding on Advances, and the Secured Parties represented thereby, hereby agrees that all Collateral, payment of Lender Hedging Obligations and all Proceeds thereof, in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies shall be applied as follows, subject to clause Lender Product Obligations; (e) of this Section 4.01: firstfifth, pro rata to any other Indebtedness; MRC Energy Company Credit Agreement 114 (f) sixth, to serve as cash collateral to be held by Administrative Agent to secure Reimbursement Obligations; and (g) seventh, any excess, after all of the paymentIndebtedness shall have been paid in full in cash, on a pro rata basis, of costs and expenses of each Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph paid to Borrower or as otherwise required by law. Notwithstanding the foregoing, amounts received from Parent or any Credit Party (dor from their respective assets) that is not an Eligible Contract Participant shall not be applied to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority any Excluded Swap Obligations owing to a Lender Counterparty (it being understood, that in the Senior Priority Secured Parties represented event that any amount is applied to Indebtedness as a result of this clause, Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause fourth above from amounts received from such Eligible Contract Participants to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Indebtedness described in clause fourth above by each Senior Priority Agent in accordance with Lender Counterparties that are the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority holders of any Excluded Swap Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); and fourth, the balance, if any, to the Loan Parties or to whomsoever may be lawfully entitled to receive are the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative proportional aggregate recoveries with such information about the Senior Priority Obligations owing respect to the Senior Priority Secured Parties represented by it as they may reasonably request in order other Indebtedness pursuant to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01clause fourth above).

Application of Proceeds of Collateral. Except as may be separately otherwise agreed Notwithstanding anything to the contrary in writing by this Agreement, (x) in the case of any Event of Default under Section 9.1(j), immediately following the occurrence and between or among any applicable Agentsduring the continuance thereof, each Agent for(y) on and after the Revolving CreditLatest 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 CommitmentCommitments, 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 behalf Advances; (d) fourth, pro rata to payment of itself principal outstanding on Advances, and the Secured Parties represented thereby, hereby agrees that all Collateral, payment of Lender Hedging Obligations and all Proceeds thereof, in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies shall be applied as follows, subject to clause Lender Product Obligations; (e) of this Section 4.01: firstfifth, pro rata to any other Indebtedness; (f) sixth, to the payment, on a pro rata basis, of costs and expenses of each Agent, serve as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith cash collateral to be held by the Senior Priority Agent)Administrative Agent to secure Reimbursement Obligations; and (g) seventh, which costs and expenses any excess, after all of the Indebtedness shall have been paid in full in cash, shall be payable in accordance with clause third of this paragraph paid to Borrower or as otherwise required by law. Notwithstanding the foregoing, amounts received from Parent or any Credit Party (dor from their respective assets) that is not an Eligible Contract Participant shall not be applied to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority any Excluded Swap Obligations owing to a Lender Counterparty (it being understood, that in the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing event that any amount is applied to Senior Priority Secured Parties represented by different Senior Priority Agents on Indebtedness as a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf result of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); and fourththis clause, the balanceAdministrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause fourth above from amounts received from such Eligible Contract Participants to ensure, if anyas nearly as possible, that the proportional aggregate recoveries with respect to Indebtedness described in clause fourth above by Lender Counterparties that are the Loan Parties or to whomsoever may be lawfully entitled to receive holders of any Excluded Swap Obligations are the same or as a court of competent jurisdiction may directthe proportional aggregate recoveries with respect to other Indebtedness pursuant to clause fourth above). Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01.MRC Energy Company Credit Agreement 116

Application of Proceeds of Collateral. Except as may (a) When a Notice of Acceleration relating to the Revolving Obligations is in effect, all amounts received from the liquidation or collection of the Bank Primary Collateral shall be separately otherwise agreed applied in writing the following order of priority: First, to the extent not theretofore paid by and between or among any applicable Agents, each Agent for, and on behalf of itself the Borrower, all Collateral Agent Obligations in connection with the performance of its duties hereunder relating to the liquidation or collection of the Bank Primary Collateral; and Second, to the Bank Agent for distribution under the Bank Security Agreement in accordance with its terms. (b) When a Notice of Acceleration relating to the SBA Obligations is in effect, all amounts received from the liquidation or collection of the SBA Collateral shall be applied in the following order of priority: First, to the extent not theretofore paid by or on behalf of the Borrower, all Collateral Agent Obligations in connection with the performance of its duties hereunder relating to the liquidation or collection of the SBA Collateral; Second, to the SBA Agent for distribution under the SBA Security Agreement in accordance with its terms. (c) When a Notice of Acceleration relating to the Revolving Obligations is in effect but no Notice of Acceleration relating to the SBA Obligations is in effect, if at such time all of the Revolving Obligations have not been paid in full, all amounts received from the liquidation or collection of the SBA Collateral shall be applied in the following order of priority (provided, that, if at such time the Collateral Agent has not completed its liquidation of the Bank Primary Collateral it shall not liquidate any SBA Collateral without the prior consent of the SBA, which consent shall not be required if the Collateral Agent has at such time completed such liquidation of such Bank Primary Collateral): First, to prepay the SBA Obligations in accordance with their terms, and Second, after all of the SBA Obligations have been paid in full, to the extent not theretofore paid by or on behalf of the Borrower, all Collateral Agent Obligations; and Third, to the Bank Agent for distribution in accordance with the terms of the Bank Security Agreement. (d) Unless the Collateral Agent shall have received instructions from the Bank Agent, the SBA Agent or the SBA as to the times at which any amounts are to be distributed to such parties pursuant to this section, all distributions or transfers pursuant to this section shall be made at such times and as promptly as the Collateral Agent shall in its good faith discretion determine to be reasonable and practicable under the circumstances, given the amount available for distribution or transfer and the amounts reasonably expected to be available, and the cost of distributing funds to the Secured Parties represented therebyentitled to receive the same. The Collateral Agent shall at all times have the right to request distribution instructions as contemplated by the preceding sentence. (e) Pending the disbursement thereof pursuant to the terms of this Agreement, hereby agrees that all Collateral, Collateral proceeds shall be invested by the Collateral Agent in such Short Term Investments as it shall determine from time to time. All reasonable commissions and all Proceeds thereof, in each case, received other reasonable costs and expenses incurred by any the Collateral Agent in connection with any Exercise of Secured Creditor Remedies shall be applied as follows, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, of costs and expenses of each Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies acquisition or disposition by it in willful violation of this Agreement (as determined in good faith Short Term Investments may be deducted by the Senior Priority Agent), which costs and expenses shall be payable in accordance Collateral Agent from the income received by the Collateral Agent with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); and fourth, the balance, if any, to the Loan Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01respect thereto.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed This Agreement constitutes a separate agreement in writing as contemplated by clauses 4.1(d) third and between or among 4.1(e) second of the Base Intercreditor Agreement. The parties hereto agree that any applicable AgentsProceeds of Collateral to be allocated under such clauses of the Base Intercreditor Agreement will be allocated first to the Senior Priority Obligations in accordance -38- with the Base Intercreditor Agreement until the Discharge of Senior Priority Obligations, and then only after such Discharge of Senior Priority Obligations to the Junior Priority Obligations, and each Junior Priority Agent foragrees, for and on behalf of itself and the Secured Parties Junior Priority Creditors represented thereby, hereby agrees that all Collateral, and all after the Discharge of Senior Priority Obligations the remaining Proceeds thereof, in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies Collateral shall be applied as followsapplied, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, payment of costs and expenses of each Junior Priority Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); , and fourththird, the balance, if any, to the Loan Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.014.1.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed in writing by and between or among any applicable Agents, each Agent for, and on behalf All proceeds of itself and the Secured Parties represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, Collateral received by the Collateral Agent (including, without limitation, any Agent interest earned thereon) resulting from the sale, collection or other disposition of Collateral in connection with any Exercise demand for payment or acceleration thereof, the exercise of Secured Creditor Remedies shall be applied as follows, subject any rights or remedies with respect to clause (e) any Collateral securing the Obligations or the commencement or prosecution of this Section 4.01: first, to enforcement of any of the payment, on a pro rata basis, of costs rights and expenses of each Agentremedies under, as applicable, the Purchase Agreement, the Related Agreements, or applicable law, including without limitation the exercise of any rights of set-off or recoupment, and the exercise of any rights or remedies of a secured creditor under the UCC of any applicable jurisdiction or under the Bankruptcy Code shall be applied to the Obligations as follows: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including the reasonable fees and expenses of counsel) payable to the Collateral Agent in connection with such Exercise its capacity as such; Second, to payment of Secured Creditor Remedies that portion of the Obligations constituting fees payable to the Purchasers, ratably among them in proportion to the amounts described in Schedule 1 attached hereto; Third, to payment of that portion of the Obligations constituting indemnities and other amounts (other than any costs fees, principal and interest) payable to the Purchasers (including the reasonable fees and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agentcounsel), which costs and expenses shall be payable ratably among them in accordance with clause third of this paragraph (d) proportion to the extent that such costs and expenses constitute Junior Priority Obligations)amounts described in Schedule 1 attached hereto; secondFourth, to the payment of Senior Priority that portion of the Obligations constituting accrued and unpaid interest on the Notes, ratably among the Purchasers in proportion to the respective amounts described in Schedule 1 attached hereto; and Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Notes, ratably among the Purchasers in proportion to the respective amounts described in Schedule 1 attached hereto in proportion to the aggregate amounts of such Notes owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between Purchasers then due and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); and fourth, the balance, if any, to the Loan Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01payable.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed This Agreement constitutes a separate agreement in writing as contemplated by clauses 4.1(c) third and between or among 4.1(d) second of the Base Intercreditor Agreement. The parties hereto agree that any applicable Agents, each Agent forproceeds of Collateral to be allocated under such clauses of the Base Intercreditor Agreement will be allocated first to the Senior Priority Obligations in accordance with the Base Intercreditor Agreement until the Discharge of Senior Priority Obligations, and then only after such Discharge of Senior Priority Obligations to the Junior Priority Obligations, and each Junior Priority Agent agrees, for an on behalf of itself and the Secured Parties Junior Priority Creditors represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, received by any Agent in connection with any Exercise after the Discharge of Secured Creditor Remedies Senior Priority Obligations the remaining proceeds of Collateral shall be applied as follows, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, payment of costs and expenses of each Junior Priority Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); , and fourththird, the balance, if any, to the Loan Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.014.1.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed in writing by and between The proceeds of any sale or among other realization upon all or any applicable Agents, each Agent for, and on behalf part of itself and the Secured Parties represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies Collateral shall be applied as follows, subject to clause (e) of this Section 4.01: first, to by the payment, on a pro rata basis, of costs and expenses of each Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Administrative Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement the following order: (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (di) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing any unfunded amounts of Defaulting Lenders to the Senior Priority Secured Parties represented L/C Issuer to the extent not cash collateralized by each Senior Priority the Borrower; (ii) to the payment of Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs) payable to the Administrative Agent in its capacity as such; (iii) to the payment of all other fees (other than Letter of Credit fees), expenses, and indemnities for which the Lenders and the L/C Issuer are entitled to payment but have not yet been paid or reimbursed in accordance with the applicable Senior Priority Credit FacilityLoan Documents, which payment shall be made between and ratably among them in proportion to the Senior Priority Obligations owing respective amounts described in this clause (iii) payable to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis them; (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, iv) to the payment of Junior Priority Obligations owing constituting accrued and unpaid Letter of Credit fees and accrued and unpaid interest on the Outstanding Amount of Loans, ratably among the Lenders and L/C Issuer in proportion to the Junior Priority Secured Parties represented by respective amounts described in this clause (iv) payable to them; (v) to the payment of Obligations constituting the Outstanding Amount of Loans, Outstanding Amount of L/C Obligations, and the Outstanding Amount of Obligations under Lender Hedging Agreements, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause (v) payable to them; (vi) to Cash Collateralize the Letters of Credit, and (vii) to the payment of the remaining Obligations then due, if any, in the order and manner the Required Lenders deem appropriate. Subject to Section 2.04(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause (vi) above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Subject to the provisions of Article IX and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders or Required Revolver Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Junior Priority Agent Lender in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself Agreement and the Junior Priority Secured Parties represented thereby); and fourth, the balance, if any, to the related Loan Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01Documents.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed After the exercise of remedies provided for in writing by Section 8.02(a) (or after the Obligations have automatically become immediately due and between or among any applicable Agents, each Agent for, and on behalf of itself payable and the Secured Parties represented therebyL/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02(a)), hereby agrees that all Collateral, and all Proceeds thereof, in each case, any amounts received by on account of the Obligations or on account of any Agent in connection with any Exercise of Secured Creditor Remedies shall be applied as followsCollateral shall, subject to the provisions of Section 2.16, be applied by the Agent in the following order: First, to payment of that portion of the Obligations (excluding the Other Liabilities) constituting fees, indemnities, Credit Party Expenses and other amounts (including fees, charges and disbursements of counsel to the Agent and amounts payable under Article III) payable to the Agent; Second, to payment of that portion of the Obligations (excluding the Other Liabilities) constituting indemnities (including indemnities due under Section 10.04 hereof), Credit Party Expenses, and other amounts (other than principal, interest and fees) payable to the Revolving Lenders and the L/C Issuer (including Credit Party Expenses to the respective Revolving Lenders and the L/C Issuer and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause (e) of this Section 4.01: firstSecond payable to them; Third, to the payment, on a pro rata basis, of costs and expenses of each Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith extent not previously reimbursed by the Senior Priority Agent)Revolving Lenders, which costs to payment to the Agent of that portion of the Obligations constituting principal and expenses shall be payable in accordance with clause third of this paragraph (d) accrued and unpaid interest on any Permitted Overadvances; Fourth, to the extent that such costs Swing Line Loans have not been refinanced by a Committed Loan, payment to the Swing Line Lender of that portion of the Obligations constituting principal and expenses constitute Junior Priority accrued and unpaid interest on the Swing Line Loans; Fifth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Committed Loans, L/C Borrowings and other Obligations, and fees (including Letter of Credit Fees and Commitment Fees), ratably among the Revolving Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fifth payable to them; secondSixth, to payment of that portion of the Obligations constituting unpaid principal of the Committed Loans and L/C Borrowings, ratably among the Revolving Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Sixth held by them; Seventh, to the Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; Eighth, to payment of Senior Priority that portion of the Obligations owing arising from Cash Management Services, ratably among the Credit Parties in proportion to the Senior Priority Secured Parties represented respective amounts described in this clause Eighth held by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facilitythem; Ninth, which to payment shall be made between and of outstanding Obligations arising from Bank Products, ratably among the Senior Priority Obligations owing Credit Parties in proportion to Senior Priority Secured Parties represented the respective amounts described in this clause Ninth held by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby)them; thirdTenth, to the payment of Junior Priority that portion of the Obligations owing constituting indemnities (including indemnities due under Section 10.04 hereof), Credit Party Expenses and fees; Eleventh, ratably to pay any other outstanding Obligations, until paid in full (including without limitation the Junior Priority Secured Parties represented by each Junior Priority Agent cash collateralization of unliquidated indemnification obligations as provided in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented therebySection 10.04); and fourthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Loan Parties or as otherwise required by Law. Subject to whomsoever may Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Seventh above shall be lawfully entitled applied to receive the same satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or as a court of competent jurisdiction may direct. Each Senior Priority Agent expired, such remaining amount shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing be applied to the Senior Priority Secured other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received from such Loan Party, but appropriate adjustments shall be made with respect to payments from other Loan Parties represented by it as they may reasonably request in order to carry out preserve the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing allocation to the Junior Priority Secured Parties represented by it as they may reasonably request Obligations otherwise set forth above in order to carry out the purposes of this Section 4.01.Section. DB1/ 124773100.6 -131-

Application of Proceeds of Collateral. Except as may The proceeds of any sale or other realization upon all or any part of the Collateral shall be separately otherwise agreed applied by the Administrative Agent in writing by and between or among the following order: (i) any applicable Agents, each Agent for, and on behalf of itself and the Secured Parties represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, amounts received by the Administrative Agent for the account of any Agent in connection with any Exercise of Secured Creditor Remedies Defaulting Lender shall be applied as follows, subject to clause (eprovided in Section 2.16(a)(ii) of in the order otherwise provided in this Section 4.01: first, to the payment, on a pro rata basis, of costs and expenses of each Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies 8.03; (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (dii) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing constituting fees, indemnities, expenses and other amounts (including Attorney Costs) payable to the Senior Priority Secured Parties represented by each Senior Priority Administrative Agent in its capacity as such; (iii) to the payment of all other fees (other than Letter of Credit fees), expenses, and indemnities for which the Lenders and the L/C Issuer are entitled to payment but have not yet been paid or reimbursed in accordance with the applicable Senior Priority Credit FacilityLoan Documents, which payment shall be made between and ratably among them in proportion to the Senior Priority Obligations owing respective amounts described in this clause (iii) payable to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis them; (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, iv) to the payment of Junior Priority Obligations owing constituting accrued and unpaid Letter of Credit fees and accrued and unpaid interest on the Outstanding Amount of Loans, ratably among the Lenders and L/C Issuer in proportion to the Junior Priority Secured respective amounts described in this clause (iv) payable to them; (v) to the payment of Obligations constituting the Outstanding Amount of Loans, Outstanding Amount of L/C Obligations, and the Outstanding Amount of Obligations under Lender Hedging Agreements, ratably among the Lenders, the L/C Issuer, and the Lender Swap Parties represented by in proportion to the respective amounts described in this clause (v) payable to them; (vi) to Cash Collateralize the Letters of Credit, and (vii) to the payment of the remaining Obligations then due, if any, in the order and manner the Required Lenders deem appropriate. Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause (vi) above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Subject to the provisions of Article IX and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Junior Priority Agent Lender in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself Agreement and the Junior Priority Secured Parties represented thereby); and fourth, the balance, if any, to the related Loan Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01Documents.

Application of Proceeds of Collateral. Except Any proceeds of Collateral or any other amounts received by the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as may specified by the Company), (B) a mandatory prepayment (which shall be separately otherwise agreed applied in writing by accordance with Section 2.11), (C) amounts to be used to cash collateralize LC Exposures, (D) amounts to be used to pay in full all Obligations owing to a Lender who is terminating its rights as a Lender under this Agreement pursuant to, or in connection with, a Permitted Amendment under Section 9.02(e), or (ii) after an Event of Default has occurred and between or among any applicable Agents, each Agent for, and on behalf of itself is continuing and the Secured Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied, subject to the Intercreditor Agreement, ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent any Issuing Bank or the Swingline Lender under any Loan Document (other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Loan Parties represented thereby(other than in connection with Banking Services or Swap Obligations), hereby agrees that third, to pay interest due in respect of the Protective Advances, fourth, to pay the principal of the Protective Advances, fifth, to pay interest then due and payable on the Loans (other than the Protective Advances) and unreimbursed LC Disbursements ratably, sixth, to prepay principal on the Loans (other than the Protective Advances) and unreimbursed LC Disbursements ratably, seventh, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all Collateraloutstanding Letters of Credit and the aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such Obligations, eighth, to payment of any amounts owing with respect to Banking Services and all Proceeds thereof, Swap Obligations (in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies shall be applied as follows, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, of costs and expenses of each Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs constituting Secured Obligations) and expenses constitute Junior Priority Obligations); secondninth, to the payment of Senior Priority Obligations owing any other Secured Obligation due to the Senior Priority Secured Parties represented Administrative Agent or any Lender by each Senior Priority the Loan Parties. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Company, or unless a Default has occurred and is continuing, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurocurrency Loan of a Class, except (a) on the expiration date of the Interest Period applicable to any such Eurocurrency Loan or (b) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any such event, the Company shall pay the break funding payment required in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself Section 2.16. The Administrative Agent and the Senior Priority Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); and fourth, the balance, if any, to the Loan Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01Obligations.

Application of Proceeds of Collateral. Except Any proceeds of Collateral or any other amounts received by the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as may specified by the Company), (B) a mandatory prepayment (which shall be separately otherwise agreed applied in writing by accordance with Section 2.11), (C) amounts to be used to cash collateralize LC Exposures, (D) amounts to be used to pay in full all Obligations owing to a Lender who is terminating its rights as a Lender under this Agreement pursuant to, or in connection with, a Permitted Amendment under Section 9.02(e), or (ii) after an Event of Default has occurred and between or among any applicable Agents, each Agent for, and on behalf of itself is continuing and the Secured Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied, subject to the Intercreditor Agreement, ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Administrative Agent any Issuing Bank or the Swingline Lender under any Loan Document (other than in connection with Banking Services or Swap Obligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Loan Parties represented thereby(other than in connection with Banking Services or Swap Obligations), hereby agrees that third, to pay interest due in respect of the Protective Advances, fourth, to pay the principal of the Protective Advances, fifth, to pay interest then due and payable on the Loans (other than the Protective Advances) and unreimbursed LC Disbursements ratably, sixth, to prepay principal on the Loans (other than the Protective Advances) and unreimbursed LC Disbursements ratably, seventh, to pay an amount to the Administrative Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all Collateraloutstanding Letters of Credit and the aggregate amount of any unpaid LC Disbursements, to be held as cash collateral for such Obligations, eighth, to payment of any amounts owing with respect to Banking Services and all Proceeds thereof, Swap Obligations (in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies shall be applied as follows, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, of costs and expenses of each Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs constituting Secured Obligations) and expenses constitute Junior Priority Obligations); secondninth, to the payment of Senior Priority Obligations owing any other Secured Obligation due to the Senior Priority Secured Parties represented Administrative Agent or any Lender by each Senior Priority the Loan Parties. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Company, or unless a Default has occurred and is continuing, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurocurrency Loan of a Class, except (a) on the expiration date of the Interest Period applicable to any such Eurocurrency Loan or (b) in the event, and only to the extent, that there are no outstanding ABR Loans of the same Class and, in any such event, the Company shall pay the break funding payment required in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself Section 2.16. The Administrative Agent and the Senior Priority Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Parties represented thereby); third, Obligations. Notwithstanding anything to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent contrary contained in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); and fourth, the balance, if any, to the Loan Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent 2.18(b), Excluded Swap Obligations with respect to any Loan Party shall provide the Junior Priority Representative not be paid with amounts received from such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01Loan Party or such Loan Party's assets.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed in writing by and between or among any applicable Agents, each Agent forAgent, for and on behalf of itself and the Secured Parties Creditors represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, received by any such Agent in connection with any Exercise of Secured Creditor Remedies shall be applied as set forth in the ABL/Term Loan Intercreditor Agreement and, with respect to Collateral and Proceeds paid to the Term Loan Collateral Representative thereunder (or if the ABL/Term Loan Intercreditor Agreement is not then in effect), shall be applied as follows, subject to clause clauses (e) through (h) of this Section 4.01: 4.1, first, to the payment, on a pro rata basis, of costs and expenses of each AgentAgent (to the extent not already reimbursed under the ABL/Term Loan Intercreditor Agreement), as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority AgentRepresentative), which costs and expenses shall be payable in accordance with clause paragraph third of this paragraph clause (db) to the extent that such costs and expenses constitute Junior Priority Obligations); , second, to the payment payment, on a pro rata basis, of the Senior Priority Obligations (other than Excluded Senior Priority Obligations) in accordance with the Senior Priority Documents until the Discharge of Senior Priority Obligations owing shall have occurred, third, to the payment, on a pro rata basis, of the Junior Priority Obligations in accordance with the Junior Priority Documents until the Discharge of Junior Priority Obligations shall have occurred; fourth, to the payment, on a pro rata basis, of any Excluded Senior Priority Secured Parties represented by each Senior Priority Agent Obligations in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Documents until such Excluded Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed have been paid in writing by and between or among any applicable Senior Priority Agents, full in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby)cash; and fourthfifth, the balance, if any, to the Loan Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed Notwithstanding anything to the contrary in writing by this Agreement, (a) in the case of any Event of Default under Section 9.1(j), immediately following the occurrence and between or among any applicable Agentsduring the continuance thereof, each Agent for(b) on and after the Revolving Credit Maturity Date, and (c) 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 behalf Advances; MRC Energy Company Credit Agreement (d) fourth, pro rata to payment of itself principal outstanding on Advances, and the Secured Parties represented thereby, hereby agrees that all Collateral, payment of Lender Hedging Obligations and all Proceeds thereof, in each case, received by any Agent in connection with any Exercise Lender Product Obligations owing to a Lender or an Affiliate of Secured Creditor Remedies shall be applied as follows, subject to clause a Lender; (e) of this Section 4.01: firstfifth, pro rata to any other Indebtedness; (f) sixth, to the payment, on a pro rata basis, of costs and expenses of each Agent, serve as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith cash collateral to be held by the Senior Priority Agent)Administrative Agent to secure Reimbursement Obligations; and (g) seventh, which costs and expenses any excess, after all of the Indebtedness shall have been paid in full in cash, shall be payable in accordance with clause third of this paragraph (d) paid to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); and fourth, the balance, if any, to the Loan Parties or to whomsoever may be lawfully entitled to receive the same Borrower or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented otherwise required by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01law.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed This Agreement constitutes a separate agreement in writing as contemplated by clauses 4.1(c) third and between or among 4.1(d) second of the Base Intercreditor Agreement. The parties hereto agree that any applicable AgentsProceeds of Collateral to be allocated under such clauses of the Base Intercreditor Agreement will be allocated first to the Senior Priority Obligations in accordance with the Base Intercreditor Agreement until the Discharge of Senior Priority Obligations, and then only after such Discharge of Senior Priority Obligations to the Junior Priority Obligations, and each Junior Priority Agent foragrees, for and on behalf of itself and the Secured Parties Junior Priority Creditors represented thereby, hereby agrees that all Collateral, and all after the Discharge of Senior Priority Obligations the remaining Proceeds thereof, in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies Collateral shall be applied as followsapplied, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, payment of costs and expenses of each Junior Priority Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); , and fourththird, the balance, if any, to the Loan Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.014.1.

Application of Proceeds of Collateral. Except (i) So long as may be separately otherwise agreed in writing the Discharge of ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by and between or among against any applicable AgentsGrantor, each Agent for, and on behalf of itself and the Secured Parties represented thereby, hereby agrees that all Collateral, and all ABL Priority Collateral or Proceeds thereof, in each case, thereof received by any Agent in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral as a result of the exercise of remedies (including for this purpose any Exercise voluntary disposition of ABL Priority Collateral by the Grantors, as approved by the ABL Collateral Agent after an ABL Default) or other Enforcement by either Agent or any ABL Secured Creditor Remedies Parties or Term Loan Secured Parties, shall be delivered to the ABL Collateral Agent and shall be applied as follows, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, of costs and expenses of each Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith or further distributed by the Senior Priority Agent), which costs and expenses shall be payable ABL Collateral Agent to or on account of the ABL Obligations in accordance with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); and fourth, the balanceorder, if any, to as specified in the Loan Parties or to whomsoever may be lawfully entitled to receive the same relevant ABL Documents or as a court of competent jurisdiction may otherwise direct. Each Senior Priority Upon the Discharge of ABL Obligations, the ABL Collateral Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing deliver to the Senior Term Collateral Agent any remaining ABL Priority Collateral and Proceeds of ABL Priority Collateral received or delivered to it Pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Term Collateral Agent to the Term Loan Obligations in such order as specified in the Term Security Documents or as a court of competent jurisdiction may otherwise direct. (ii) So long as the Discharge of Term Loan Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, all Term Priority Collateral or Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Term Priority Collateral as a result of the exercise of remedies (including for this purpose any voluntary disposition of Term Priority Collateral by the Grantors, as approved by the Term Collateral Agent after a Term Loan Default) or other Enforcement by either Agent or any Term Loan Secured Parties represented or ABL Secured Parties, shall be delivered to the Term Collateral Agent and shall be applied by it the Term Collateral Agent to the Term Loan Obligations in such order as they specified in the relevant Term Loan Documents or as a court of competent jurisdiction may reasonably request in order to carry out otherwise direct. Upon the purposes Discharge of this Section 4.01. Each Junior Priority Term Loan Obligations, the Term Collateral Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing deliver to the Junior ABL Collateral Agent any remaining Term Priority Collateral and Proceeds of Term Priority Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements to be applied by the ABL Collateral Agent to the ABL Obligations in such order as specified in the ABL Security Documents or as a court of competent jurisdiction may otherwise direct. (iii) Notwithstanding the foregoing or anything herein to the contrary, so long as the Discharge of ABL Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, upon the exercise of and consummation of the Ventas Purchase Option pursuant to the Relative Rights Agreement, all of the Ventas Purchase Option Gross Proceeds Amount (as defined in the Term Loan Credit Agreement as in effect on the date hereof) and any other amounts payable pursuant to Section 2.6 of the Relative Rights Agreement shall be delivered to the ABL Collateral Agent and shall be applied to pay the aggregate principal amount of loans outstanding under the Ardent ABL Facility Silo (as defined in the Term Loan Credit Agreement as in effect on the date hereof). Upon the Discharge of ABL Obligations (solely with respect to the Ardent ABL Facility Silo), the ABL Collateral Agent shall deliver to the Term Collateral Agent any remaining amount of the Ventas Purchase Option Gross Proceeds Amount received or delivered to it pursuant to the preceding sentence, in the same form as received and any other amounts payable pursuant to Section 2.6 of the Relative Rights Agreement to be applied by the Term Collateral Agent to the Term Loan Obligations as specified in the Term Loan Credit Agreement. (iv) For the avoidance of doubt, in no event shall the amounts received by the ABL Secured Parties represented in respect of Obligations under the Ardent ABL Facility Silo from the Proceeds of ABL Priority Collateral owned by it the Tenant Subsidiaries be reduced as they may reasonably request a result of the application of the Cap Amount (as defined in order to carry out the purposes Relative Rights Agreement), regardless of this Section 4.01whether the amount received by the ABL Secured Parties on account of such Collateral exceeds what would be the ABL Secured Parties’ pro rata portion of the aggregate recovery from all Collateral owned by the Tenant Subsidiaries.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed in writing by and between The proceeds of any sale or among other realization upon all or any applicable Agents, each Agent for, and on behalf part of itself and the Secured Parties represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, received by any Agent in connection with any Exercise of Secured Creditor Remedies Collateral shall be applied as follows, subject to clause (e) of this Section 4.01: first, to by the payment, on a pro rata basis, of costs and expenses of each Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Administrative Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement the following order: (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (di) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing constituting fees, indemnities, expenses and other amounts (including Attorney Costs) payable to the Senior Priority Secured Parties represented by each Senior Priority Administrative Agent in its capacity as such; (ii) to the payment of all other fees (other than Letter of Credit Fees), expenses, and indemnities for which the Lenders and the L/C Issuer are entitled to payment but have not yet been paid or reimbursed in accordance with the applicable Senior Priority Credit FacilityLoan Documents, which payment shall be made between and ratably among them in proportion to the Senior Priority Obligations owing respective amounts described in this clause (ii) payable to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis them; (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, iii) to the payment of Junior Priority Obligations owing constituting accrued and unpaid Letter of Credit Fees and accrued and unpaid interest on the Outstanding Amount of Loans, ratably among the Lenders and L/C Issuer in proportion to the Junior Priority Secured Parties represented by respective amounts described in this clause (iii) payable to them; (iv) to the payment of Obligations constituting the Outstanding Amount of Loans, Outstanding Amount of L/C Obligations, and the Outstanding Amount of Obligations under Lender Hedging Agreements, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause (iv) payable to them; (v) to Cash Collateralize the Letters of Credit, and (vi) to the payment of the remaining Obligations then due, if any, in the order and manner the Required Lenders deem appropriate. Subject to Section 2.04(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause (v) above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Subject to the provisions of Article IX and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders or Required Revolver Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Junior Priority Agent Lender in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself Agreement and the Junior Priority Secured Parties represented thereby); and fourth, the balance, if any, to the related Loan Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01Documents.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed in writing by and between or among any applicable Agents, each Agent for, and on behalf of itself and the Secured Parties represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, All proceeds received by the Agents in respect of any Agent in connection exercise of Default Remedies with respect to all or any Exercise part of Secured Creditor Remedies the Collateral shall promptly be applied as follows, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, of costs and expenses of each Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among following order of priority: (a) With respect to all proceeds of the Senior Priority Obligations owing Revolving Collateral: (A) Solely with respect to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis any Bonding LC Collateral or the proceeds thereof: (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and 1) first: if the Senior Priority Secured Parties represented thereby); thirdBonding LC Termination Date has not occurred, to the payment of Junior Priority Obligations owing Bonding LC Agent, to be applied to the Junior Priority Secured Parties represented expenses of such sale or other realization of Bonding LC Collateral, including reasonable compensation to agents of and counsel for the Bonding LC Agent, and all expenses, liabilities and advances incurred or made by each Junior Priority the Bonding LC Agent in connection therewith; (2) second: if the Bonding LC Termination Date has not occurred, to the Bonding LC Agent to be applied to the repayment of or held as cash collateral for Bonding LC Obligations whether or not then due and payable (including without limitation amounts required to Cash Collateralize undrawn (or to pay any unreimbursed drawings under) Letters of Credit constituting Bonding LC Obligations under the First Out Credit Agreement and other contingent obligations then outstanding that are Bonding LC Obligations, if any, in accordance with the applicable Junior Priority terms of the First Out Credit FacilityAgreement) until the Bonding LC Termination Date; (3) thereafter: in accordance with and in the order provided by clauses (B) through (L) below; otherwise, which payment shall be made between and among with respect to all proceeds of Revolving Collateral that is not Bonding LC Collateral: (B) first: if the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis Revolving Termination Date has not occurred (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented therebyFuture ABL Facility has become effective); , to the Revolving Agent, to be applied to the expenses of such sale or other realization of Revolving Collateral, including reasonable compensation to agents of and fourthcounsel for the Revolving Agent, and all expenses, liabilities and advances incurred or made by the balanceRevolving Agent in connection therewith; (C) second: if the Revolving Termination Date has not occurred (and the Future ABL Facility has become effective), to the Revolving Agent to be applied to the repayment of Revolving Obligations then outstanding whether or not then due and payable (including without limitation amounts required to Cash Collateralize undrawn R/C Letters of Credit (as defined in the First Out Credit Agreement) constituting Revolving Obligations under the First Out Credit Agreement and other contingent obligations then outstanding that are Revolving Obligations, if any, in accordance with the terms of the First Out Credit Agreement) until the Revolving Obligations are Paid in Full; (D) third: if the Term Termination Date has not occurred, to the Loan Parties Term Agent, to be applied to the expenses of such sale or other realization of Revolving Collateral, including reasonable compensation to agents of and counsel for the Term Agent, and all expenses, liabilities and advances incurred or made by the Term Agent in connection therewith; (E) fourth: if the Term Termination Date has not occurred, to the Term Agent to be applied to the repayment of the Term Obligations then outstanding whether or not then due and payable (including without limitation amounts required to Cash Collateralize contingent obligations then outstanding that are Term Obligations, in accordance with the terms of the First Out Credit Agreement) until the Term Obligations are Paid in Full; (F) fifth: if the Bonding LC Termination Date has not occurred, to the Bonding LC Agent, to be applied to the expenses of such sale or other realization of Revolving Collateral, including reasonable compensation to agents of and counsel for the Bonding LC Agent, and all expenses, liabilities and advances incurred or made by the Bonding LC Agent in connection therewith; (G) sixth: if the Bonding LC Termination Date has not occurred, to the Bonding LC Agent to be applied to the repayment of Bonding LC Obligations then outstanding whether or not then due and payable (including without limitation amounts required to Cash Collateralize undrawn Letters of Credit constituting Bonding LC Obligations under the First Out Credit Agreement and other contingent obligations then outstanding that are Bonding LC Obligations, if any, in accordance with the terms of the First Out Credit Agreement) until the Bonding LC Obligations are Paid in Full; (H) seventh: if the Term LC Termination Date has not occurred, to the Term LC Agent, to be applied to the expenses of such sale or other realization of Revolving Collateral, including reasonable compensation to agents of and counsel for the Term LC Agent, and all expenses, liabilities and advances incurred or made by the Term LC Agent in connection therewith; (I) eighth: if the Term LC Termination Date has not occurred, to the Term LC Agent to be applied to the repayment of Term LC Obligations then outstanding whether or not then due and payable (including without limitation amounts required to Cash Collateralize undrawn Letters of Credit constituting Term LC Obligations under the First Out Credit Agreement and other contingent obligations then outstanding that are Term LC Obligations, if any, in accordance with the terms of the First Out Credit Agreement) until the Term LC Obligations are Paid in Full (J) ninth: if the Second Out Termination Date has not occurred (and the Second Out Credit Agreement has become effective), to the Second Out Agent, to be applied to the expenses of such sale or other realization of Revolving Collateral, including reasonable compensation to agents of and counsel for the Second Out Agent, and all expenses, liabilities and advances incurred or made by the Second Out Agent in connection therewith; (K) tenth: if the Second Out Termination Date has not occurred (and the Second Out Credit Agreement has become effective), to the Second Out Agent to be applied to the repayment of Second Out Obligations then outstanding whether or not then due and payable (including without limitation amounts required to Cash Collateralize undrawn Letters of Credit under the Second Out Credit Agreement and other contingent obligations then outstanding that are Second Out Obligations, if any, in accordance with the terms of the Second Out Credit Agreement) until the Second Out Obligations are Paid in Full; and (L) eleventh: any surplus then remaining shall be paid to the applicable Grantor or its successors or assigns or to whomsoever may be lawfully entitled to receive the same same. (b) with respect to all proceeds of the Term Collateral: (A) Solely with respect to any Term LC Collateral or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about proceeds thereof: (1) first: if the Senior Priority Obligations owing Term LC Termination Date has not occurred, to the Senior Priority Secured Parties represented by it as they may reasonably request in order Term LC Agent, to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing be applied to the Junior Priority Secured Parties represented expenses of such sale or other realization of Term LC Collateral, including reasonable compensation to agents of and counsel for the Term LC Agent, and all expenses, liabilities and advances incurred or made by it the Term LC Agent in connection therewith; (2) second: if the Term LC Termination Date has not occurred, to the Term LC Agent to be applied to the repayment of or held as they cash collateral for Term LC Obligations whether or not then due and payable (including without limitation amounts required to Cash Collateralize undrawn (or to pay any unreimbursed drawings under) Letters of Credit constituting Term LC Obligations under the First Out Credit Agreement and other contingent obligations then outstanding that are Term LC Obligations, if any, in accordance with the terms of the First Out Credit Agreement) until the Term LC Termination Date; (3) thereafter: in accordance with and in the order provided by clauses (B) through (L) below; otherwise, with respect to all proceeds of Term Collateral that is not Term LC Collateral: (B) first: if the Term Termination Date has not occurred, to the Term Agent, to be applied to the expenses of such sale or other realization of Term Collateral, including reasonable compensation to agents of and counsel for the Term Agent, and all expenses, liabilities and advances incurred or made by the Term Agent in connection therewith; (C) second: if the Term Termination Date has not occurred, to the Term Agent to be applied to the repayment of Term Obligations then outstanding whether or not then due and payable (including without limitation amounts required to Cash Collateralize contingent obligations then outstanding that are Term Obligations, if any, in accordance with the terms of the First Out Credit Agreement) until the Term Obligations are Paid in Full; (D) third: if the Revolving Termination Date has not occurred (and the Future ABL Facility has become effective), to the Revolving Agent, to be applied to the expenses of such sale or other realization of Term Collateral, including reasonable compensation to agents of and counsel for the Revolving Agent, and all expenses, liabilities and advances incurred or made by the Revolving Agent in connection therewith (E) fourth: if the Revolving Termination Date has not occurred (and the Future ABL Facility has become effective), to the Revolving Agent to be applied to the repayment of Revolving Obligations then outstanding whether or not then due and payable (including without limitation amounts required to Cash Collateralize undrawn R/C Letters of Credit (as defined in the First Out Credit Agreement) constituting Revolving Obligations under the First Out Credit Agreement and other contingent obligations then outstanding that are Revolving Obligations, if any, in accordance with the terms of the First Out Credit Agreement) until the Revolving Obligations are Paid in Full; (F) fifth: if the Term LC Termination Date has not occurred, to the Term LC Agent, to be applied to the expenses of such sale or other realization of Term Collateral, including reasonable compensation to agents of and counsel for the Term LC Agent, and all expenses, liabilities and advances incurred or made by the Term LC Agent in connection therewith; (G) sixth: if the Term LC Termination Date has not occurred, to the Term LC Agent to be applied to the repayment of Term LC Obligations then outstanding whether or not then due and payable (including without limitation amounts required to Cash Collateralize undrawn Letters of Credit constituting Term LC Obligations under the First Out Credit Agreement and other contingent obligations then outstanding that are Term LC Obligations, if any, in accordance with the terms of the First Out Credit Agreement) until the Term LC Obligations are Paid in Full (H) seventh: if the Bonding LC Termination Date has not occurred, to the Bonding LC Agent, to be applied to the expenses of such sale or other realization of Term Collateral, including reasonable compensation to agents of and counsel for the Bonding LC Agent, and all expenses, liabilities and advances incurred or made by the Bonding LC Agent in connection therewith; (I) eighth: if the Bonding LC Termination Date has not occurred, to the Bonding LC Agent to be applied to the repayment of Bonding LC Obligations then outstanding whether or not then due and payable (including without limitation amounts required to Cash Collateralize undrawn Letters of Credit constituting Bonding LC Obligations under the First Out Credit Agreement and other contingent obligations then outstanding that are Bonding LC Obligations, if any, in accordance with the terms of the First Out Credit Agreement) until the Bonding LC Obligations are Paid in Full; (J) ninth: if the Second Out Termination Date has not occurred (and the Second Out Credit Agreement has become effective), to the Second Out Agent, to be applied to the expenses of such sale or other realization of Term Collateral, including reasonable compensation to agents of and counsel for the Second Out Agent, and all expenses, liabilities and advances incurred or made by the Second Out Agent in connection therewith; (K) tenth: if the Second Out Termination Date has not occurred (and the Second Out Credit Agreement has become effective), to the Second Out Agent to be applied to the repayment of Second Out Obligations then outstanding whether or not then due and payable (including without limitation amounts required to Cash Collateralize undrawn Letters of Credit under the Second Out Credit Agreement and other contingent obligations then outstanding that are Second Out Obligations, if any, in accordance with the terms of the Second Out Credit Agreement) until the Second Out Obligations are Paid in Full; and (L) eleventh: any surplus then remaining shall be paid to the applicable Grantor or its successors or assigns or to whomsoever may reasonably request in order be lawfully entitled to carry out receive the purposes of this Section 4.01same.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed in writing by and between or among (a) Upon its receipt of any applicable AgentsNotice of Default, the Collateral Agent shall notify each Agent forof the Creditor Representatives thereof, and on behalf each Creditor Representative shall promptly deliver to the Collateral Agent a certificate setting forth the principal amount of itself and the obligations owed to the Secured Parties represented thereby, hereby agrees Creditors under its respective Credit Document and that all portion of such obligations which constitutes L/C Exposure as of the date of its receipt of such Notice of Default. (b) Upon its receipt of any proceeds of the Collateral, and all Proceeds thereof, in each case, received by any the Collateral Agent in connection with any Exercise of Secured Creditor Remedies shall be applied disburse such proceeds as follows, subject to clause : (ei) of this Section 4.01: firstFirst, to the payment, on a pro rata basis, of costs and expenses of each Agent, as applicable, the Collateral Agent incurred in connection with such Exercise the enforcement of Secured Creditor Remedies the Collateral Documents (other than any including the allocated costs of internal counsel to the Collateral Agent) and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith to a reserve established by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph Collateral Agent for any reasonably anticipated future expenses; (dii) to the extent that such costs and expenses constitute Junior Priority Obligations); secondSecond, to each of the payment Creditor Representatives for the ratable benefit of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent Creditors in accordance with the applicable Senior Priority principal obligations which are owning to them constituting Permitted Revolver Obligations, Permitted Term Obligations, Permitted Additional Obligations or Permitted Swap Obligations PROVIDED that the Collateral Agent shall withhold from any such disbursement any amount allocable to L/C Exposure until such amounts are fully liquidated (and shall instead retain such amounts in an interest-bearing collateral account for the benefit of the Secured Creditors as their interest may appear). In the event that any L/C Exposure is ultimately discharged or eliminated (whether by expiration without drawing of the related Letter of Credit Facility, which payment or otherwise) the Collateral Agent shall be made between and among disburse the Senior Priority Obligations owing related amounts in the collateral account to Senior Priority the Creditor Representatives for the account of the Secured Parties represented by different Senior Priority Agents on a pro rata basis Creditors as aforesaid; (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); thirdiii) Third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent Creditors ratably in accordance with the applicable Junior Priority Credit Facilityprincipal obligations owed to them which do not constituted Permitted Term Obligations, which Permitted Revolver Obligations, Permitted Additional Obligations or Permitted Swap Obligations (until the payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf full of itself and the Junior Priority Secured Parties represented therebyall such Obligations); and fourth, the balance, if anyand (iv) Finally, to the Loan Parties person or to whomsoever may be lawfully persons otherwise legally entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01thereto.

Application of Proceeds of Collateral. Except as may be separately otherwise agreed This Agreement constitutes a separate agreement in writing as contemplated by clauses 4.1(d) second and between or among 4.1(e) third of the Base Intercreditor Agreement. The parties hereto agree that any applicable Agentsproceeds of Collateral to be allocated under such clauses of the Base Intercreditor Agreement will be allocated first to the Senior Priority Obligations in accordance with the Base Intercreditor Agreement until the Discharge of Senior Priority Obligations, and then only after such Discharge of Senior Priority Obligations to the Junior Priority Obligations, and each Junior Priority Agent foragrees, for and on behalf of itself and the Secured Parties Junior Priority Creditors represented thereby, hereby agrees that all Collateral, and all Proceeds thereof, in each case, received by any Agent in connection with any Exercise after the Discharge of Secured Creditor Remedies Senior Priority Obligations the remaining proceeds of Collateral shall be applied as followsapplied, subject to clause (e) of this Section 4.01: first, to the payment, on a pro rata basis, payment of costs and expenses of each Junior Priority Agent, as applicable, in connection with such Exercise of Secured Creditor Remedies (other than any costs and expenses of any Junior Priority Agent in connection with any Exercise of Secured Creditor Remedies by it in willful violation of this Agreement (as determined in good faith by the Senior Priority Agent), which costs and expenses shall be payable in accordance with clause third of this paragraph (d) to the extent that such costs and expenses constitute Junior Priority Obligations); second, to the payment of Senior Priority Obligations owing to the Senior Priority Secured Parties represented by each Senior Priority Agent in accordance with the applicable Senior Priority Credit Facility, which payment shall be made between and among the Senior Priority Obligations owing to Senior Priority Secured Parties represented by different Senior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Senior Priority Agents, in each case on behalf of itself and the Senior Priority Secured Parties represented thereby); third, to the payment of Junior Priority Obligations owing to the Junior Priority Secured Parties represented by each Junior Priority Agent in accordance with the applicable Junior Priority Credit Facility, which payment shall be made between and among the Junior Priority Obligations owing to Junior Priority Secured Parties represented by different Junior Priority Agents on a pro rata basis (except as may be separately otherwise agreed in writing by and between or among any applicable Junior Priority Agents, in each case on behalf of itself and the Junior Priority Secured Parties represented thereby); , and fourththird, the balance, if any, to the Loan Credit Parties or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Each Senior Priority Agent shall provide the Senior Priority Representative with such information about the Senior Priority Obligations owing to the Senior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.01. Each Junior Priority Agent shall provide the Junior Priority Representative with such information about the Junior Priority Obligations owing to the Junior Priority Secured Parties represented by it as they may reasonably request in order to carry out the purposes of this Section 4.014.1.