Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. Subject to the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. Subject to the terms of any the First Lien Intercreditor Agreement and any the Second Lien Intercreditor Agreement, in each case, if executed, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C ObligationsLetters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C ObligationsLetters of Credit Outstanding; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations Letters of Credit Outstanding that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. Subject (a) Revolving Nature of ABL Obligations. The New First Lien Collateral Agent, for and on behalf of itself and the New First Lien Secured Parties, expressly acknowledges and agrees that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Collateral Agent and the ABL Secured Parties will apply payments and make advances thereunder, and that no application of any Receivables Collateral or the release of any Lien by the ABL Collateral Agent upon any portion of the Receivables Collateral in connection with a permitted disposition by the Grantors under the ABL Credit Agreement shall constitute an Exercise of Secured Creditor Remedies under this Agreement; (ii) subject to the limitations set forth in Section 4.10(b)(1) of the New First Lien Agreement (as in effect on the date hereof) or such additional amounts as consented to by the holders of New First Lien Obligations (in accordance with the provisions of the New First Lien Agreement), the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of any the ABL Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or Refinanced, in each event, without notice to or consent by the New First Lien Intercreditor Agreement Secured Parties and any Second Lien Intercreditor Agreement, any amount without affecting the provisions hereof; and (iii) all Receivables Collateral received by the Administrative Agent or the ABL Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall may be applied: (i) first, reversed, reapplied, credited, or reborrowed, in whole or in part, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with ABL Obligations at any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) abovetime. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) The Lien Priority shall not be applied to its altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or Refinancing of either the ABL Obligations that are Excluded Swap or any New First Lien Obligations, or any portion thereof.

Application of Proceeds. Subject to the terms of of, in each case if executed, any First Lien Intercreditor Agreement and any the Second Lien Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement Agreement, any exercise of remedies under the Credit Documents or any Event of Default with respect to the Borrower under Section 11.4 11.5 shall be applied: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of Holdings (if applicable) or any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C ObligationsLetters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C ObligationsLetters of Credit Outstanding; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations Letters of Credit Outstanding that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. Subject to the terms of any the First Lien Intercreditor Agreement and any the Second Lien Intercreditor Agreement, in each case, if executed, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower Borrowers under Section 11.4 shall be applied: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C ObligationsLetters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C ObligationsLetters of Credit Outstanding; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations Letters of Credit Outstanding that has not been applied to reimburse the Borrower Borrowers for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. Subject to the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount received by the Administrative Agent or the The Collateral Agent from any Credit Party (or from shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral) following , including any acceleration Collateral consisting of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstcash, as follows: FIRST, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent (in their respective capacities as such hereunder or under any other Loan Document) in connection with any collection such collection, sale, foreclosure or sale of the Collateral realization or otherwise in connection with this Agreement, any Credit Documentother Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Collateral Agent or the Collateral Administrative Agent hereunder or under any other Credit Loan Document on behalf of any Credit Party Grantor and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) secondLoan Document; SECOND, to the Secured Partiespayment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, an amount (x) equal to all Obligations owing any Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any distribution such distribution); THIRD, to the payment in full of all other Obligations (the amounts so applied to be distributed (subject to the first proviso to Section 3.01 and clause (yB) sufficient of the first proviso to Cash Collateralize all L/C Section 4.01(a)) among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdGrantors, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct; provided that any amount applied . The Collateral Agent shall have absolute discretion as to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration application of all any such Letters proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Credit Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be applied by a sufficient discharge to the Administrative Agent in purchaser or purchasers of the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) Collateral so sold and such purchaser or purchasers shall not be applied obligated to its Obligations that are Excluded Swap Obligationssee to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. (a) Subject to the terms provisions of the applicable Intercreditor Agreements (to the extent such Intercreditor Agreements are operative), all proceeds collected by the Collateral Agent upon any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreementsale or other disposition of such Collateral of each Credit Party, any amount together with all other proceeds received by the Administrative Agent or the Collateral Agent from any under and in accordance with this Agreement and the other Credit Party Documents (or from proceeds except to the extent released in accordance with the applicable provisions of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect other Credit Document), shall be applied by the Facility Agent to the Borrower under Section 11.4 shall be appliedpayment of the Secured Obligations as follows: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or amounts owing to the Collateral Agent in connection with or any collection or sale other Agent of the Collateral or otherwise type described in connection with any Credit Document, including all court costs clauses (iii) and (iv) of the reasonable fees and expenses definition of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder“Secured Obligations”; (ii) second, to the Secured Partiesextent proceeds remain after the application pursuant to the preceding clause (i), an amount (x) equal to all the outstanding Credit Document Obligations owing shall be paid to them on the date of any distribution and (yLender Creditors as provided in Section 4.05(d) sufficient hereof, with each Lender Creditor receiving an amount equal to Cash Collateralize all L/C such outstanding Credit Document Obligations on the date of any distribution, andor, if such moneys shall be the proceeds are insufficient to pay such amounts in full and Cash Collateralize all L/C such Credit Document Obligations, then ratably (without priority its Pro Rata Share of any one over any other) the amount remaining to such Secured Parties in proportion be distributed, provided that to the unpaid amounts thereof extent such proceeds are (a) in respect of ECF Collateral related to Vessel 1, such proceeds will be applied first to the outstanding Credit Document Obligations in respect of Tranche A Loans and second to Cash Collateralize the L/C Obligations; andoutstanding Credit Document Obligations in respect of Tranche B Loans, and (b) in respect of ECF Collateral related to Vessel 2, such proceeds will be applied first to the outstanding Credit Document Obligations in respect of Tranche B Loans and second to the outstanding Credit Document Obligations in respect of Tranche A Loans; (iii) third, any surplus then remaining to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding Other Obligations shall be paid to the applicable Credit Parties or their successors or assigns or Other Creditors as provided in Section 4.05(d) hereof, with each Other Creditor receiving an amount equal to whomsoever may such outstanding Other Obligations or, if the proceeds are insufficient to pay in full all such Other Obligations, its Pro Rata Share of the amount remaining to be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; distributed, provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied the extent such monies are (a) in respect of ECF Collateral related to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all Vessel 1, such Letters of Credit shall proceeds will be applied by first to the Administrative Agent outstanding Other Obligations in respect of Tranche A Loans and second to the order specified outstanding Other Obligations in respect of Tranche B Loans, and (b) in respect of ECF Collateral related to Vessel 2, such proceeds will be applied first to the outstanding Other Obligations in respect of Tranche B Loans and second to the outstanding Other Obligations in respect of Tranche A Loans; and (iv) fourth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following the termination of this Agreement, the Credit Documents, the Interest Rate Protection Agreements and the Other Hedging Agreements in accordance with their terms, to the relevant Credit Party or to whomever may be lawfully entitled to receive such surplus. (b) above. Notwithstanding For purposes of this Agreement, “Pro Rata Share” shall mean, when calculating a Secured Creditor’s portion of any distribution or amount, that amount (expressed as a percentage) equal to a fraction the foregoingnumerator of which is the then unpaid amount of such Secured Creditor’s Credit Document Obligations or Other Obligations, amounts received from any Guarantor that as the case may be, and the denominator of which is not an “Eligible Contract Participant” (the then outstanding amount of all Credit Document Obligations or Other Obligations, as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationscase may be.

Application of Proceeds. Subject to the terms of any the First Lien Intercreditor Agreement Agreement, and any the Second Lien Intercreditor Agreement, in each case if executed, and the Closing Date Intercreditor Agreement any amount received by the Administrative Agent Agents or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent Agents or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent Agents or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) second, to the Secured Parties, an amount equal to that portion of the Obligations constituting accrued and unpaid interest (including post-petition interest), ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts; (iii) third, to the Secured Parties an amount (x) equal to all other Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C ObligationsLetters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C ObligationsLetters of Credit Outstanding; and (iiiiv) thirdfourth, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations Letters of Credit Outstanding that has not been applied to reimburse the Borrower Letter of Credit Issuer for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Revolver Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. Subject to the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount received by the Administrative Agent or the The Collateral Agent from any Credit Party (or from shall apply the proceeds of any Collateral) following any acceleration collection or sale of the Obligations under this Agreement or Collateral as well as any Event Collateral consisting of Default with respect to cash, at any time after receipt in the Borrower under Section 11.4 shall be appliedorder set forth below: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunderDocument; (ii) second, ratably to the Secured PartiesAdministrative Agent to be applied as provided in the Credit Agreement and each Authorized Representative to be applied as provided in the appliable Pari Passu Agreement, an amount (x) equal to the payment in full of all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations Secured Parties on the date of any distribution. In making the determination and allocations required by this Section 5.4, and, if such moneys shall be insufficient the Collateral Agent may conclusively rely upon information supplied by the applicable Authorized Representative as to pay such the amounts in full of unpaid principal and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) interest and other amounts outstanding with respect to such Pari Passu Obligations and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in proportion to reliance on such information. If, despite the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdprovisions of this Agreement, any surplus Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Obligations to which it is then remaining entitled in accordance with this Agreement, such Secured Party shall be paid to hold such payment or other recovery in trust for the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration benefit of all such Letters of Credit shall be applied by the Administrative Agent Secured Parties hereunder for distribution in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationsaccordance with this Section 5.4.

Application of Proceeds. Subject to the terms If an Event of any First Lien Intercreditor Agreement Default shall have occurred and any Second Lien Intercreditor Agreementbe continuing, any amount received by the Administrative Agent may apply, at such time or times as the Administrative Agent may elect, all or any part of proceeds constituting Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration in payment of the Obligations under this Agreement or any Event (and in the event the Loans and other Obligations are accelerated pursuant to Section 9.3, the Administrative Agent shall, from time to time, apply the proceeds constituting Collateral in payment of Default with respect to the Borrower under Section 11.4 shall be appliedObligations) in the following order: (ia) firstFirst, to the payment of all reasonable and documented costs and expenses of any sale, collection or other realization on the Collateral, including reimbursement for all costs, expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection with therewith (including all reasonable costs and expenses of every kind incurred in connection any collection action taken pursuant to any Loan Document or sale incidental to the care or safekeeping of any of the Collateral or otherwise in connection with any Credit Document, including all court costs way relating to the Collateral or the rights of the Administrative Agent and the other Secured Parties hereunder, reasonable attorneys’ fees and expenses disbursements and any other amount required by any provision of its agents law (including Section 9-615(a)(3) of the Uniform Commercial Code) (or any equivalent law in any foreign jurisdiction)), and legal counsel, all amounts for which Administrative Agent is entitled to indemnification hereunder and under the repayment of other Loan Documents and all advances made by the Administrative Agent or hereunder and thereunder for the Collateral Agent hereunder or under any other Credit Document on behalf account of any Credit Loan Party (excluding principal and interest in respect of any other reasonable Loans extended to such Loan Party), and documented to the payment of all costs and expenses paid or expenses incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under this Agreement or any other Credit Loan Document and to the payment or reimbursement of all indemnification obligations, fees, costs and expenses owing to the Administrative Agent hereunder or under this Agreement or any other Loan Document, all in accordance with the terms hereof or thereof; (b) Second, for application by it pro rata to (i) repay the Swingline Lender for any then outstanding Swingline Loans to the extent reimbursable hereunder or thereunderRevolving Lenders have not funded their obligations to acquire participations therein, (ii) cure any Funding Default that has occurred and is continuing at such time and (iii) repay the Issuing Lenders for any amounts not paid by L/C Participants pursuant to Section 3.4; (iic) secondThird, for application by it towards all other Obligations (including, without duplication, Guarantor Obligations), pro rata among the Secured Parties according to the amounts of the Obligations then held by the Secured Parties, an amount Parties (x) equal to including all Obligations owing arising under Specified Cash Management Agreements, Specified Swap Agreements and including obligations to them on the date provide cash collateral with respect to Letters of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C ObligationsCredit); and (iiid) thirdFourth, any surplus then balance of such Proceeds remaining after all of the Obligations shall have been satisfied by payment in full in immediately available funds (or in the case of Letters of Credit, terminated or Collateralized) and the Commitments shall have been terminated, be paid over to or upon the order of the applicable Credit Parties or their successors or assigns Loan Party or to whomsoever whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. Subject If any Collateral is sold or otherwise realized upon by the Collateral Trustee in connection with any foreclosure, collection or other enforcement of Parity Liens or Junior Liens granted to the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor AgreementCollateral Trustee in the Security Documents, any amount the proceeds received by the Administrative Agent Collateral Trustee from such foreclosure, collection or other enforcement will be distributed by the Collateral Agent from any Credit Party (or from proceeds Trustee in the following order of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstapplication: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable and documented legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent Collateral Trustee or any co-trustee or agent of the Collateral Agent Trustee in connection with any collection or sale Security Document; SECOND, ratably to the respective Parity Lien Representatives for application, after payment of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses (including but not limited to, attorney’s fees and expenses) of its agents and legal counselsuch Parity Lien Representative, to the repayment payment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any outstanding Notes and other Credit Document on behalf of any Credit Party Parity Lien Debt and any other reasonable Parity Lien Obligations that are then due and documented costs or expenses incurred payable in connection with such order as may be provided in the exercise relevant Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Notes and other Parity Lien Debt and all other Parity Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any right Insolvency or remedy hereunder Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the relevant Parity Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under any other Credit Document to the extent reimbursable hereunder or thereunder; (iiterms of the applicable Parity Lien Document) secondof all outstanding letters of credit constituting Parity Lien Debt); THIRD, to the Secured Parties, respective Junior Lien Representatives for application to the payment of all outstanding Junior Lien Debt and any other Junior Lien Obligations that are due and payable in such order as may be provided in the Junior Lien Documents in an amount sufficient to pay in full in cash all outstanding Junior Lien Debt and all other Junior Lien Obligations that are then due and payable (x) equal to including all Obligations owing to them on interest accrued thereon after the date commencement of any distribution Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Junior Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (y2) sufficient to Cash Collateralize the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Junior Lien Document) of all L/C Obligations on the date outstanding letters of any distribution, andcredit, if such moneys shall be insufficient to pay such amounts in full any, constituting Junior Lien Debt); and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdFOURTH, any surplus then remaining shall after the payment in full in cash of the amounts described in the preceding clauses will be paid to the applicable Credit Parties EFIH, or their its successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may direct; . If any Junior Lien Representative or any holder of a Junior Lien Obligation collects or receives any proceeds in respect of any foreclosure, collection or other enforcement to which it was not entitled pursuant to the terms of the immediately preceding paragraphs, whether after the commencement of any Insolvency or Liquidation Proceeding or otherwise, such Junior Lien Representative or such holder of a Junior Lien Obligation, as the case may be, will forthwith deliver the same to the Collateral Trustee to be applied in accordance with the provisions set forth in the immediately preceding paragraphs. Until so delivered, such proceeds will be held by that Junior Lien Representative or that holder of a Junior Lien Obligation, as the case may be, in trust for the benefit of the holders of the Parity Lien Obligations. These provisions will not apply to payments received by any holder of Junior Lien Obligations if such payments are not proceeds of, or the result of a realization upon, Collateral. This Section 3.4(a) is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Secured Debt Obligations, each present and future Secured Debt Representative and the Collateral Trustee as holder of Parity Liens and Junior Liens. The Secured Debt Representative of each future Series of Secured Lien Debt will be required to deliver a Collateral Trust Joinder, including a Lien Sharing and Priority Confirmation, to the Collateral Trustee and each other Secured Debt Representative as provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit in Section 3.8 at the time of expiration incurrence of all such Letters Series of Credit shall be applied Secured Lien Debt. In connection with the application of proceeds pursuant to Section 3.4(a), except as otherwise directed by an Act of Required Debtholders, the Administrative Agent in Collateral Trustee may sell any non-cash proceeds for cash prior to the order specified in clauses (i) through (iii) above. Notwithstanding application of the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationsproceeds thereof.

Application of Proceeds. Subject Any moneys collected by the Trustee pursuant to this Article in respect of the Securities of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of Principal or interest, upon presentation of the several Securities and coupons appertaining to such Securities in respect of which moneys have been collected and noting thereon the payment, or issuing Securities of such series and tenor in reduced principal amounts in exchange for the presented Securities of such series and tenor if only partially paid, or upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee under Section 7.07 applicable to the terms Securities of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount received by such series in respect of which moneys have been collected; SECOND: In case the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration principal of the Obligations under this Agreement or any Event Securities of Default with such series in respect to the Borrower under Section 11.4 of which moneys have been collected shall not have become and be applied: (i) firstthen due and payable, to the payment of all reasonable and documented costs and expenses incurred by interest on the Administrative Agent or Securities of such series in default in the Collateral Agent in connection with any collection or sale order of the Collateral or otherwise in connection maturity of the installments of such interest, with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document interest (to the extent reimbursable hereunder that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or thereunder; Yield to Maturity (iiin the case of Original Issue Discount Securities) secondspecified in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference; THIRD: In case the principal of the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and payable, to the Secured Partiespayment of the whole amount then owing and unpaid upon all the Securities of such series for Principal and interest, an amount (x) equal to all Obligations owing to them on with interest upon the date of any distribution overdue Principal, and (yto the extent that such interest has been collected by the Trustee) sufficient upon overdue installments of interest at the same rate as the rate of interest or Yield to Cash Collateralize all L/C Obligations on Maturity (in the date case of any distribution, and, if Original Issue Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient to pay such amounts in full the whole amount so due and Cash Collateralize all L/C Obligationsunpaid upon the Securities of such series, then ratably (to the payment of such Principal and interest or Yield to Maturity, without preference or priority of Principal over interest or Yield to Maturity, or of interest or Yield to Maturity over Principal, or of any one installment of interest over any other) to other installment of interest, or of any Security of such Secured Parties in proportion series over any other Security of such series, ratably to the aggregate of such Principal and accrued and unpaid amounts thereof interest or Yield to Maturity; and to Cash Collateralize FOURTH: To the L/C Obligations; and (iii) thirdpayment of the remainder, any surplus then remaining shall be paid if any, to the applicable Credit Parties Company or their successors or assigns or to whomsoever may be any other person lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationsthereto.

Application of Proceeds. Subject The Agent shall, subject to the terms of any First Lien Intercreditor Agreement and any Second Lien applicable Intercreditor Agreement, promptly apply the proceeds, moneys or balances of any amount received collection or sale of Pledged Collateral realized through the exercise by the Administrative Agent or the of its remedies hereunder, as well as any Pledged Collateral Agent from consisting of cash at any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firsttime when remedies are being exercised hereunder, as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any such collection or sale of the Collateral or otherwise in connection with this Agreement, any Credit other Loan Document, any Other First Lien Agreement or any of the Guaranteed Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document or any Other First Lien Agreement on behalf of any Credit Party and Holdings, any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Loan Document or any Other First Lien Agreement, and other fees, indemnities and other amounts owing or reimbursable to the extent reimbursable hereunder Agent under any Loan Document or thereunder; (ii) secondany Other First Lien Agreement in its capacity as such; SECOND, to the payment in full of the Guaranteed Obligations secured by such Pledged Collateral (the amounts so applied to be distributed among the Series of Secured Parties, an amount (x) equal Obligations pro rata based on the respective amounts of such Secured Obligations owed to all Obligations owing to them the applicable Secured Parties in respect of each Series on the date of any such distribution (or in accordance with such other method of distribution as may be set forth in any applicable Intercreditor Agreement), with (x) the portion thereof distributed to the Credit Agreement Secured Parties to be further distributed in accordance with the order of priority set forth in Section 7.02 of the Credit Agreement and (y) sufficient the portion thereof distributed to Cash Collateralize all L/C Obligations on the date Secured Parties of any distribution, and, if such moneys shall other Series to be insufficient to pay such amounts further distributed in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining shall be paid to accordance with the applicable Credit Parties or their provisions of the Other First Lien Agreements governing such Series); and THIRD, to Holdings, its successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct; provided provided, that in no event shall the proceeds of any amount collection or sale of any Specified Excluded Collateral be applied to Cash Collateralize the relevant Series of Secured Obligations under any L/C Obligations that has not been applied Other First Lien Agreement. The Agent shall have absolute discretion as to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration application of all any such Letters proceeds, moneys or balances in accordance with this Agreement. Upon the request of Credit the Agent prior to any distribution under this Section 5.02, each Authorized Representative shall provide to the Agent certificates, in form and substance reasonably satisfactory to the Agent, setting forth the respective amounts referred to in this Section 5.02 that each applicable Secured Party or its Authorized Representative believes it is entitled to receive, and the Agent shall be applied fully entitled to rely on such certificates. Upon any sale of Pledged Collateral by the Administrative Agent in (including pursuant to a power of sale granted by statute or under a judicial proceeding), the order specified in clauses (i) through (iii) above. Notwithstanding receipt of the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in purchase money by the Commodity Exchange Act) Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Pledged Collateral so sold and such purchaser or purchasers shall not be applied obligated to its Obligations that are Excluded Swap Obligationssee to the application of any part of the purchase money paid over to the Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to Upon or following the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the maturity of the Obligations under this Agreement and the exercise of remedies with respect to any Collateral, or any an Event of Default under Section 11.5 with respect to the Borrower under Section 11.4 shall or any Parent Guarantor, the proceeds of any collection or sale of the Collateral as well as any Collateral consisting of cash, or other amounts received in respect of the Obligations may, if not otherwise applied to preserve the value of the Collateral, be appliedapplied by the Administrative Agent at any time after receipt as follows: (ia) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any such collection or sale of the Collateral or otherwise in connection with the Credit Documents or any Credit Documentof the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document and the payment of all reimbursement and indemnification obligations or claims owing to the extent reimbursable Agents, the Letter of Credit Issuers and the Related Parties of the Agents and the Letter of Credit Issuers hereunder or thereunderunder any other Credit Document; (iib) second, to the payment in full of the Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, the Swingline Lender and the Letter of Credit Issuer pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any distribution); (c) third, to the Secured Parties, an amount (x) equal to all Obligations (including Obligations to cash collateralize outstanding Letters of Credit) owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligationsfull, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligationsthereof; and (iiid) thirdfourth, any surplus then remaining shall be paid to the applicable Credit Parties Grantors or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. Subject to the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount received by the Administrative Agent or the The Collateral Agent from any Credit Party (or from shall apply the proceeds of any foreclosure or other realization upon any Collateral) following , as well as any acceleration Collateral consisting of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstcash, as follows: FIRST, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Collateral Agent Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any collection other Indenture Document or sale any of the Collateral or otherwise in connection with any Credit DocumentObligations, including all court costs and the reasonable and documented fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Collateral Agent or the Collateral Agent Trustee hereunder or under the Indenture or any other Credit Indenture Document on behalf of any Credit Party and the Issuer, any other reasonable and documented costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Credit Document to Indenture Document, and any indemnification of the extent reimbursable hereunder Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or thereunder; (ii) secondany other Indenture Document; SECOND, to the Secured PartiesTrustee for distribution in accordance with the priorities set forth in Section 6.10 of the Indenture. Except as otherwise provided herein, an amount (x) equal the Collateral Agent shall have absolute discretion as to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration application of all any such Letters proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Credit Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be applied by a sufficient discharge to the Administrative Agent in purchaser or purchasers of the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) Collateral so sold and such purchaser or purchasers shall not be applied obligated to its Obligations that are Excluded Swap Obligationssee to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject The Agent shall, subject to the terms of any First Lien Intercreditor Agreement and any Second Lien applicable Intercreditor Agreement, promptly apply the proceeds, moneys or balances of any amount received collection or sale of Collateral realized through the exercise by the Administrative Agent or the of its remedies hereunder, as well as any Collateral Agent from consisting of cash at any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firsttime when remedies are being exercised hereunder, as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any such collection or sale of the Collateral or otherwise in connection with this Agreement, any Credit other Loan Document, any Other First Lien Agreement or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document or any Other First Lien Agreement on behalf of any Credit Party and Pledgor, any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Loan Document or any Other First Lien Agreement, and other fees, indemnities and other amounts owing or reimbursable to the extent reimbursable hereunder Agent under any Loan Document or thereunder; (ii) secondany Other First Lien Agreement in its capacity as such; SECOND, to the payment in full of the Secured Parties, an amount Obligations secured by such Collateral (x) equal the amounts so applied to all be distributed among the Series of Secured Obligations owing pro rata based on the respective amounts of such Secured Obligations owed to them the applicable Secured Parties in respect of each Series on the date of any such distribution (or in accordance with such other method of distribution as may be set forth in any applicable Intercreditor Agreement), with (x) the portion thereof distributed to the Credit Agreement Secured Parties to be further distributed in accordance with the order of priority set forth in Section 7.02 of the Credit Agreement and (y) sufficient the portion thereof distributed to Cash Collateralize all L/C Obligations on the date Secured Parties of any distributionother Series to be further distributed in accordance with the applicable provisions of the Other First Lien Agreements governing such Series); and THIRD, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdPledgors, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct; provided provided, that in no event shall the proceeds of any amount collection or sale of any Specified Excluded Collateral be applied to Cash Collateralize the relevant Series of Secured Obligations under any L/C Obligations that has not been applied Other First Lien Agreement. The Agent shall have absolute discretion as to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration application of all any such Letters proceeds, moneys or balances in accordance with this Agreement. Upon the request of Credit the Agent prior to any distribution under this Section 5.02, each Authorized Representative shall provide to the Agent certificates, in form and substance reasonably satisfactory to the Agent, setting forth the respective amounts referred to in this Section 5.02 that each applicable Secured Party or its Authorized Representative believes it is entitled to receive, and the Agent shall be applied fully entitled to rely on such certificates. Upon any sale of Collateral by the Administrative Agent in (including pursuant to a power of sale granted by statute or under a judicial proceeding), the order specified in clauses (i) through (iii) above. Notwithstanding receipt of the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in purchase money by the Commodity Exchange Act) Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be applied obligated to its Obligations that are Excluded Swap Obligationssee to the application of any part of the purchase money paid over to the Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount 10.01 All moneys received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) first, to the payment of all reasonable and documented costs and expenses incurred a Receiver and/or by the Administrative Agent or the Collateral Agent Bank in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under powers conferred by this Debenture shall, subject to any other Credit Document claims ranking in priority to the Secured Indebtedness to the extent reimbursable hereunder of such priority, be applied:- 22 (a) first, in or thereundertowards the payment, discharge or satisfaction of all actions, claims, demands, proceedings, liabilities, losses, damages, costs, charges and expenses covered by the indemnity in Clause 9.02; (iib) secondsecondly, in or towards the payment of any such Receiver's remuneration and the costs, charges, expenses and liabilities incurred or suffered by any such Receiver and/or the Bank in or incidental to realisation of such moneys or to the Secured Parties, an amount (x) equal exercise or purported exercise of their respective powers or otherwise in relation to all Obligations owing to them on this Debenture or the date of any distribution Charged Assets if and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof extent that such costs, charges, expenses and to Cash Collateralize liabilities do not fall within the L/C Obligationsindemnity in Clause 9.02; and (iiic) thirdthirdly, in or towards the payment, discharge or satisfaction of all other Secured Indebtedness in such order as the Bank may in its absolute discretion from time to time determine, provided that all or any surplus then remaining such moneys may in the absolute discretion of the Bank be credited to any suspense account and may be held in such account for so long and in such manner as the Bank may think fit and a Receiver may retain the same for such period as he may consider expedient. 10.02 The Bank and/or a Receiver may convert any moneys received, recovered or realised under this Debenture (including the proceeds of any previous conversion under this Clause 10.02) from their existing currency of denomination into such other currency of denomination as the Bank and/or a Receiver may think fit and any such conversion shall be paid effected at the Exchange Rate. 10.03 No payment to the applicable Credit Parties Bank pursuant to any judgment or their successors order of any court or assigns or otherwise shall discharge the obligation of the Company in respect of which it was made unless and until payment in full has been received in the currency in which such obligation was incurred and to whomsoever may be lawfully entitled to receive the same or as a court extent that the amount of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit such payment shall, on actual conversion into such currency at the time Exchange Rate, fall short of expiration the amount of all such Letters of Credit 23 the obligation expressed in that currency, the Company shall be applied by liable to the Administrative Agent in Bank for the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationsshortfall.

Application of Proceeds. Subject to From and during the terms continuance of any First Lien Intercreditor Agreement and any Second Lien Intercreditor AgreementEvent of Default, any amount monies or Property actually received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under pursuant to this Agreement or any Event other Loan Document, the exercise of Default any rights or remedies under any Security Instrument or any other agreement with respect to the Borrower under Section 11.4 Borrower, any Guarantor or any of their respective Subsidiaries which secures any of the Obligations, shall be appliedapplied in the following order: (ia) firstFirst, to the payment of all reasonable and documented amounts, including costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise collection of such proceeds and the payment of any right or remedy hereunder or part of the Obligations, due to the Administrative Agent under any of the expense reimbursement or indemnity provisions of this Agreement or any other Credit Document to the extent reimbursable hereunder Loan Document, any Security Instrument or thereunderother collateral documents, and any applicable Legal Requirement; (iib) secondSecond, to payment of that portion of the Secured Parties, an amount (x) equal to all Obligations owing to them constituting accrued and unpaid interest on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on Advances, ratably among the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties Lenders in proportion to the respective amounts described in this clause Second payable to them; (c) Third, to payment of that portion of the Obligations constituting unpaid principal of the Advances, any Banking Services Obligations owing to Banking Services Providers, any Lender Hedging Obligations of any Loan Party owing to a Swap Counterparty and any other Obligations, in each case subject to Section 2.14(a)(ii), ratably among the Lenders, the Banking Services Providers and Swap Counterparties in proportion to the respective amounts thereof and described in this clause Third payable to Cash Collateralize the L/C Obligationsthem; and (iiid) thirdFourth, any surplus then remaining shall be paid the remainder, if any, to the applicable Credit Parties Borrower or their its Subsidiaries, or its respective successors or assigns assigns, or to whomsoever such other Person as may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the . Administrative Agent shall have no responsibility to determine the existence or amount of Lender Hedging Obligations and may reserve from the application of amounts under this Section 7.06 amounts distributable in respect of Lender Hedging Obligations until it has received evidence satisfactory to it of the existence and amount of such Lender Hedging Obligations. Subject to paragraph (a) of the first sentence of this Section 7.06, Administrative Agent and Lenders hereby acknowledge and confirm that the Liens in the order specified in clauses Collateral secure the Obligations (iincluding the Lender Hedging Obligations) through (iii) aboveon a ratable basis. Notwithstanding the foregoing, Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from any such Guarantor that is not an “Eligible Contract Participant” (as defined or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationsthis Section 7.06.

Application of Proceeds. Subject The Collateral Agent shall, subject to the terms of any First Lien Intercreditor Agreement and any Second Lien applicable Intercreditor Agreement, promptly apply the proceeds, moneys or balances of any amount received collection or sale of Collateral realized through the exercise by the Administrative Agent or the Collateral Agent from of its remedies hereunder, as well as any Credit Party (or from proceeds Collateral consisting of cash at any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firsttime when remedies are being exercised hereunder, as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any such collection or sale of the Collateral or otherwise in connection with any Credit Agreement Document, any Other First Lien Agreement or any of the Secured Obligations secured by such Collateral, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Agreement Document or any Other First Lien Agreement on behalf of any Credit Party and Pledgor, any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Agreement Document or any Other First Lien Agreement, and all other fees, indemnities and other amounts owing or reimbursable to the extent reimbursable hereunder Collateral Agent under any Credit Agreement Document or thereunder; (ii) secondany Other First Lien Agreement in its capacity as such; SECOND, to the payment in full of the Secured Parties, an amount Obligations secured by such Collateral (x) equal the amounts so applied to all be distributed between the Credit Agreement Secured Parties and any Other First Lien Secured Parties pro rata based on the respective amounts of such Secured Obligations owing owed to them on the date of any such distribution (or in accordance with such other method of distribution as may be set forth in any applicable Intercreditor Agreement)), with (x) the portion thereof distributed to the Credit Agreement Secured Parties to be further distributed in accordance with the order of priority set forth in Section 7.02 of the Credit Agreement and (y) sufficient the portion thereof distributed to Cash Collateralize all L/C Obligations on the date Secured Parties of any distributionother Series to be further distributed in accordance with the applicable provisions of the Other First Lien Agreements governing such Series; and THIRD, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdPledgors, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct; provided provided, that in no event shall the proceeds of any amount collection or sale of any Specified Excluded Collateral be applied to Cash Collateralize the relevant Series of Secured Obligations under any L/C Obligations Other First Lien Agreement that has is not been applied secured by such Specified Excluded Collateral. The Collateral Agent shall have absolute discretion as to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration application of all any such Letters proceeds, moneys or balances in accordance with this Agreement. Upon the request of Credit the Collateral Agent prior to any distribution under this Section 4.02, each Authorized Representative shall provide to the Collateral Agent certificates, in form and substance reasonably satisfactory to the Collateral Agent, setting forth the respective amounts referred to in this Section 4.02 that each applicable Secured Party or its Authorized Representative believes it is entitled to receive, and the Collateral Agent shall be applied fully entitled to rely on such certificates. Upon any sale of Collateral by the Administrative Collateral Agent in (including pursuant to a power of sale granted by statute or under a judicial proceeding), the order specified in clauses (i) through (iii) above. Notwithstanding receipt of the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in purchase money by the Commodity Exchange Act) Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be applied obligated to its Obligations that are Excluded Swap Obligationssee to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. After the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent, in accordance with the following provision. Subject to the terms of any First Lien Intercreditor Agreement applicable intercreditor agreement then in effect and any Second Lien Intercreditor contemplated by this Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from shall apply the proceeds of any collection or sale of Collateral) following , including any acceleration Collateral consisting of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstcash, as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Administrative Agent or and the Collateral Agent in connection with any such collection or sale of the Collateral or otherwise in connection with this Agreement, any Credit Documentother Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the reasonable fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of one primary counsel (which shall be Xxxxxx Xxxxxx & Xxxxxxx LLP for any and all of the foregoing in connection with the Loan Documents and the transactions contemplated hereby and other matters, including the primary syndication, to occur on or prior to or otherwise in connection with the Effective Date) and to the extent reasonably determined by the Administrative Agent to be necessary, one local counsel in each relevant jurisdiction and, in the case of an actual or perceived conflict of interest where the Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document on behalf of any Credit Party grantor and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) secondLoan Document; SECOND, to the payment in full of the Secured Parties, an amount Obligations (x) equal the amounts so applied to all be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owing owed to them on the date of any distribution and (y) sufficient such distribution); THIRD, to Cash Collateralize all L/C Obligations on the date any agent of any distributionjunior secured debt, andin accordance with any applicable intercreditor agreement then in effect and contemplated by this Agreement; and FOURTH, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdLoan Parties, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct; provided that any amount applied . The Collateral Agent shall have sole discretion as to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration application of all any such Letters proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Credit Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be applied by a sufficient discharge to the Administrative 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 Collateral Agent or such officer or be answerable in any way for the order specified misapplication thereof. The Collateral Agent shall have no liability to any of the Secured Parties for actions taken in clauses (i) through (iii) abovereliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations. Notwithstanding the foregoing, amounts Secured Cash Management Obligations and Secured Swap Obligations shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from any Guarantor the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that is not an has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article VIII for itself and its Affiliates as if a “Eligible Contract ParticipantLender” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationsparty hereto.

Application of Proceeds. (a) Subject to the terms of any First Lien Intercreditor Agreement clauses (b) and any Second Lien Intercreditor Agreement(c) below, any amount received by the Administrative Agent Agent, the Collateral Trustee or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 11.5 shall be applied in accordance with the Collateral Trust Agreement and any other applicable intercreditor agreement; provided that, with respect to any Term C Loan Collateral Account (and all amounts deposited therein or credited thereto), any amounts so received shall be applied: (i) firstFirst, on a pro rata basis, to the payment of all reasonable and documented costs and expenses incurred by amounts due to the Administrative Agent or relevant Term Letter of Credit Issuer under any of the Collateral Agent Credit Documents, excluding amounts payable in connection with any collection or sale Term Letter of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunderReimbursement Obligation; (ii) secondSecond, on a pro rata basis, to the payment of all amounts due to the relevant Term Letter of Credit Issuer in an amount equal to 100% of all Term Letter of Credit Reimbursement Obligations; (iii) Third, on a pro rata basis, to any Secured PartiesBank Party which has theretofore advanced or paid any fees to the relevant Term Letter of Credit Issuer, other than any amounts covered by priority Second, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to amount thereof so advanced or paid by such Secured Parties in proportion Bank Party and for which such Secured Bank Party has not been previously reimbursed; (iv) Fourth, on a pro rata basis, to the unpaid amounts thereof and to Cash Collateralize the payment of all other relevant Term L/C Obligations; and (v) Last, the balance, if any, after all of the relevant Term L/C Obligations have been indefeasibly paid in full in cash, as set forth in the Collateral Trust Agreement and any other applicable intercreditor agreement. (b) In the event that either (x) the Collateral Trust Agreement or any applicable intercreditor agreement directs the application with respect to any Collateral (other than any Term C Loan Collateral Account (and all amounts deposited therein or credited thereto)) be made with reference to this Agreement or the other Loan Documents or (y) the Collateral Trust Agreement has been terminated and no intercreditor agreement is then in effect, any amount received by the Administrative Agent, the Collateral Trustee or the Collateral Agent from any Credit Party (or from proceeds of any Collateral), in each case, other than with respect to any Term C Loan Collateral Account (and all amounts deposited therein or credited thereto) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied: (i) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to the Administrative Agent, Collateral Agent and their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and Collateral Agent in connection therewith and all amounts for which the Administrative Agent and Collateral Agent is entitled to indemnification pursuant to the provisions of any Credit Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (ii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization including all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (iii) thirdThird, without duplication of amounts applied pursuant to clauses (i) and (ii) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of Letters of Credit and obligations to cash collateralize Letters of Credit) and any surplus fees, premiums and scheduled periodic payments due under Secured Hedging Agreement, Secured Commodity Hedging Agreements and Secured Cash Management Agreements to the extent constituting Obligations and any interest accrued thereon (excluding any breakage, termination or other payments thereunder), in each case equally and ratably in accordance with the respective amounts thereof then remaining shall be paid due and owing; (iv) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations (including reimbursement obligations in respect of Letters of Credit and obligations to cash collateralize Letters of Credit) and any premium thereon and any breakage, termination or other payments under Secured Hedging Agreement, Secured Commodity Hedging Agreements or Secured Cash Management Agreements to the extent constituting Obligations and any interest accrued thereon; and (v) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Credit Parties Party or their its successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns) or as a court of competent jurisdiction may direct; provided . (c) In the event that the Collateral Trust Agreement has been terminated and no intercreditor agreement is then in effect, any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied received by the Administrative Agent or the Collateral Agent from any Credit Party with respect to any Term C Loan Collateral Account (and all amounts deposited therein or credited thereto) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied in the order specified set forth in clauses the proviso to clause (i) through (iiia) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. (a) (I) Subject to the terms other provisions of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreementthis Section 3.4, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from all proceeds of any Collateral) following collection, sale (including any acceleration sale or other disposition under section 363 of the Obligations under this Agreement Bankruptcy Code), foreclosure or other realization upon, or any Event other Enforcement Action with respect to, any Collateral and all assets or amounts received on account of Default the Collateral or the secured claims of the Priority Lien Secured Parties under the Priority Lien Documents in any Insolvency or Liquidation Proceeding or otherwise in connection with the enforcement of remedies and the proceeds of the foregoing (whether through an Enforcement Action or during an Insolvency or Liquidation Proceeding or otherwise in connection with the enforcement of remedies), the proceeds of any insurance policy required under any Priority Lien Document or otherwise covering the Collateral, any condemnation proceeds with respect to the Borrower under Collateral, and any other amounts required to be delivered to the Collateral Trustee by any Priority Lien Secured Party or Priority Lien Representative pursuant to any other provision of this Agreement and for application in accordance with this Section 11.4 3.4(a) (collectively, “Proceeds”), shall be applied: delivered by the parties hereto to the Collateral Trustee who will apply such Proceeds in the following order of application (iand each Priority Lien Representative shall provide a notice to the Collateral Trustee identifying the amounts which are payable to the applicable Series of Priority Lien Debt for which it acts as Priority Lien Representative pursuant to this Section 3.4(a) firstand the Collateral Trustee shall be entitled to rely exclusively on such notice without independent inquiry): FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and expenses and any reasonable legal fees and documented expenses, out-of-pocket fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent Collateral Trustee or any co-trustee or agent of the Collateral Agent Trustee in connection with any collection or sale Security Document, including but not limited to amounts necessary to provide for the fees and expenses of the Collateral Trustee in maintaining and disposing of the Collateral, including, but not limited to, indemnification payments and reimbursements (collectively, the “Collateral Trustee’s Fees and Expenses”); SECOND, prior to the Discharge of First-Out Obligations (other than with respect to Excess First-Out Obligations), to the First-Out Representative for application to the First-Out Representative Fees and Expenses, including any reasonable legal fees and expenses, out-of-pocket fees, costs and expenses or otherwise other liabilities of any kind incurred by the First-Out Representative (other than Reclamation Obligations) in connection with any Credit First-Out Document, including including, but not limited to, indemnification payments and reimbursements; THIRD, prior to the Discharge of First-Out Obligations, to the First-Out Representative such an amount sufficient to pay or satisfy in full in cash all court costs outstanding First-Out Obligations and otherwise provide for the reasonable fees Discharge of First-Out Obligations (other than any Excess First-Out Obligations; FOURTH, after the Discharge of First-Out Obligations (other than any than Excess First-Out Obligations), equally and expenses of its agents and legal counsel, ratably to the repayment First Lien Representatives for application to the payment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party outstanding First Lien Debt and any other reasonable First Lien Obligations (which will include the Senior Credit Agreement) that are then due and documented costs or expenses incurred payable in connection with such order as may be provided in the exercise applicable First Lien Documents in an amount sufficient to pay in full in cash all such outstanding First Lien Debt and all other First Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any right Insolvency or remedy hereunder Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the applicable First Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the First Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (in an amount equal to at least the percentage of the aggregate undrawn amount required for release of Liens under any other Credit Document the terms of the First Lien Documents) of all outstanding letters of credit and bankers’ acceptances or the backstop thereof pursuant to arrangements reasonably satisfactory to the extent reimbursable hereunder relevant issuing bank, if any, constituting First Lien Obligations and the termination, expiration or thereunder; (ii) secondother collateral arrangements in respect of Hedging Obligations and Cash Management Obligations that are reasonably satisfactory to the applicable Hedge Bank and the applicable Cash Management Bank); FIFTH, to the Secured Parties, an amount (x) equal First-Out Representative for application to all Obligations owing to them on the date payment of any distribution and (y) sufficient to Cash Collateralize all L/C Excess First-Out Obligations on until the date Discharge of any distribution, and, if First-Out Obligations in respect of such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Excess First-Out Obligations; and (iii) thirdand SIXTH, subject to any applicable Intercreditor Agreement, any surplus then remaining shall after the Discharge of Priority Lien Obligations will be paid to the Company or the applicable Credit Parties or their Grantor, as the case may be, its successors or assigns assigns, or to whomsoever such other Persons as may be lawfully entitled to receive the same such amounts under applicable law or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from if any Guarantor Series of Priority Lien Debt has released its Lien on any Collateral as described below in Section 4.4, then such Series of Priority Lien Debt and any related Priority Lien Obligations of that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) Series of Priority Lien Debt thereafter shall not be applied entitled to its Obligations share in the proceeds of any Collateral so released by that Series of Priority Lien Debt. For the avoidance of doubt, the Collateral Trustee shall only apply Proceeds in accordance with this Section 3.4 to the extent that such Proceeds are Excluded Swap Obligationsactually so received by the Collateral Trustee.

Application of Proceeds. Subject to the terms of any the First Lien Intercreditor Agreement and any the Second Lien Intercreditor Agreement, in each case, if executed, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 11.5 shall be applied: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunderDocument; (ii) second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C ObligationsLetters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C ObligationsLetters of Credit Outstanding; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; . provided that any amount applied to Cash Collateralize any L/C Obligations Letters of Credit Outstanding that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. Subject (a) The proceeds (from sale or otherwise) of the whole or any part of the Vessel and the other Collateral and use thereof by the Mortgagee under any of the foregoing powers, (b) the proceeds of any judgment collected by the Mortgagee for any Default hereunder, (c) the proceeds of any insurance and of any claim for damages to the terms whole or any part of any First Lien Intercreditor Agreement the Vessel and any Second Lien Intercreditor Agreement, any amount the other Collateral received by the Administrative Agent or Mortgagee while exercising any such power, and (d) all other amounts received by the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 Mortgagee, including amounts which are required by Sections 3.03 and 3.10 hereof shall be appliedapplied by the Mortgagee in the following order: (i1) firstTo the payment of all advances and all reasonable charges by the Mortgagee pursuant to this Mortgage, the Agreement, the Administrator’s Note or any other Transaction Document, including the expenses of any sale, counsel fees, the expenses of any taking of possession of any Vessel, costs and expenses of collection, and any other expenses or advances made or incurred by the Mortgagee in the protection and preservation of the Vessels or of its rights or in the pursuance of its remedies hereunder and to the payment of all reasonable and documented costs and expenses incurred any damages sustained by the Administrative Agent Mortgagee from the Default or the Collateral Agent in connection with any collection or sale Defaults of the Collateral or otherwise in connection with Mortgagor; any Credit Document, including all court costs and debt owed by the reasonable fees and expenses of its agents and legal counselMortgagor to the Mortgagee which this Mortgage, the repayment Administrator’s Note, the Agreement or any other Transaction Document states is entitled to be paid prior to the Administrator’s Note, and any payment due under this Mortgage, the Agreement or any of all advances made by the Administrative Agent other Transaction Documents, and at the option of the Mortgagee, to provide a fund adequate in the opinion of the Mortgagee to furnish suitable indemnity against liens claiming priority over this Mortgage; (2) To the payment of Late Charges payable under Paragraphs 11 and 16 of the Note; (3) To the payment of premiums payable under Paragraphs 14 and 15 of the Note; (4) To the payment of the whole amount of interest then due and unpaid upon the Administrator’s Note; provided, however, that such application of funds shall not cure or be deemed to cure a Default; (5) To the Collateral Agent hereunder payment of the whole amount of the principal then due and unpaid upon the Administrator’s Note; provided, however, that such application of funds shall not cure or be deemed to cure a Default; (6) To the Mortgagee for application to any other debt of the Mortgagor due to the Mortgagee under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with financing guaranteed by the exercise of any right or remedy hereunder or Mortgagee under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C ObligationsChapter 537; and (iii7) third, any Any surplus then remaining shall belong and be paid or returned to the applicable Credit Parties or their successors or assigns Mortgagor or to whomsoever may whomever shall be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationssame.

Application of Proceeds. Subject to the terms of any the First Lien Intercreditor Agreement and any the Second Lien Intercreditor Agreement, in each case, if executed, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement Agreement, any exercise of remedies under the Credit Documents or any Event of Default with respect to the Borrower under Section 11.4 11.5 shall be applied: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C ObligationsLetters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C ObligationsLetters of Credit Outstanding; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations Letters of Credit Outstanding that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. Subject to The Administrative Agent shall promptly apply the terms proceeds, moneys or balances of any First Lien Intercreditor Agreement and collection or sale of Collateral, as well as any Second Lien Intercreditor AgreementCollateral consisting of cash, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstas follows: FIRST, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any such collection or sale of the Collateral or otherwise in connection with this Agreement, any Credit Documentother Loan Document or any of the Obligations, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document on behalf of any Credit Party and Pledgor, any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document Loan Document, and all other fees, indemnities and other amounts owing or reimbursable to the extent reimbursable hereunder Administrative Agent under any Loan Document in its capacity as such; SECOND, to payment of all fees, indemnities and other amounts (other than principal and interest) payable to the Issuing Bank in its capacity as such and of any amount required to be paid to the Issuing Bank by any Revolving Facility Lender pursuant to Section 2.05(d), (e)(ii) and (h) of the Credit Agreement and not paid by such Revolving Facility Lender (which shall be payable to the Administrative Agent if the Administrative Agent advanced such payment to the Issuing Bank in anticipation of such payment by such Revolving Facility Lender and otherwise, to the Issuing Bank); THIRD, to the payment in full of the Obligations (the amounts so applied to be (i) allocated between principal (or thereunder; equivalent) and interest in the absolute discretion of the Administrative Agent and (ii) second, to distributed among the Secured Parties, an amount (x) equal to all Parties pro rata in accordance with the respective amounts of the Obligations owing owed to them on the date of any distribution such distribution, which in the case of Letters of Credit, shall be paid by deposit in an account with the Administrative Agent, in the name of the Administrative Agent and (y) sufficient for the benefit of the Issuing Bank and the Lenders, an amount in cash in U.S. Dollars equal to Cash Collateralize all the aggregate Revolving L/C Obligations on the Exposure as of such date of plus any distributionaccrued and unpaid interest thereon); and FOURTH, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdPledgors, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct; provided that any amount applied . The Administrative Agent shall have absolute discretion as to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration application of all any such Letters proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Credit shall be applied Collateral by the Administrative Agent in (including pursuant to a power of sale granted by statute or under a judicial proceeding), the order specified in clauses (i) through (iii) above. Notwithstanding receipt of the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in purchase money by the Commodity Exchange Act) Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be applied obligated to its Obligations that are Excluded Swap Obligationssee to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to From and during the terms continuance of any First Lien Intercreditor Agreement and any Second Lien Intercreditor AgreementEvent of Default, any amount monies or property actually received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under pursuant to this Agreement or any Event other Loan Document, the exercise of Default any rights or remedies under any Security Document or any other agreement with respect to any Loan Party which secures any of the Borrower under Section 11.4 Obligations, shall be appliedapplied in the following order: (ia) firstFirst, to payment of the reasonable expenses, liabilities, losses, costs, duties, fees, charges or other moneys whatsoever (together with interest payable thereon) as may have been paid or incurred in, about or incidental to any sale or other realization of Collateral, including reasonable compensation to the Administrative Agent and its agents and counsel, and to the ratable payment of any other unreimbursed reasonable expenses and indemnities for which the Administrative Agent or any Secured Party (other than a Bridge Lender) is to be reimbursed pursuant to this Agreement or any other Loan Document, in each case that are then due and payable; (b) Second, to the ratable payment of accrued but unpaid fees of the Administrative Agent, commitment fees, letter of credit fees, and fronting fees owing to the Administrative Agent, the Issuing Bank, and the Revolving Lenders in respect of the Revolving Advances, and Letters of Credit under this Agreement; (c) Third, to the ratable payment of accrued but unpaid interest on the Revolving Advances then due and payable under this Agreement; (d) Fourth, ratably, according to the then unpaid amounts thereof, without preference or priority of any kind among them, to the ratable payment of (or, in the case of Revolving Obligations which relate to outstanding Letters of Credit, cash collateralization of) all other Revolving Obligations then due and payable (or, in the case of Revolving Obligations which relate to outstanding Letters of Credit, then outstanding) which relate to Revolving Advances and Letters of Credit and which are owing to the Administrative Agent, the Issuing Bank and the Revolving Lenders; (e) Fifth, ratably, according to the unpaid termination amounts thereof, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent obligations of any Borrower or the Collateral Agent in connection with its Subsidiaries owing to any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or Swap Counterparty under any other Credit Document on behalf of any Credit Party Swap Contract, if any, then due and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunderpayable; (iif) secondSixth, to the Secured Partiesratable payment of any other outstanding Revolving Obligations then due and payable, an amount including reimbursable expenses and indemnitee obligations; (xg) equal Seventh, to all Obligations owing the ratable payment of any other unreimbursed reasonable expenses and indemnities for which any Bridge Lender is to them be reimbursed pursuant to this Agreement or any other Loan Document, in each case that are then due and payable; (h) Eighth, to the ratable payment of accrued but unpaid interest on the date of any distribution Bridge Loans then due and payable under this Agreement; (yi) sufficient Ninth, ratably, according to Cash Collateralize all L/C Obligations on the date of any distributionthen unpaid amounts thereof, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without preference or priority of any one over any other) to such Secured Parties in proportion kind among them, to the unpaid amounts thereof ratable payment of all other Bridge Obligations then due and payable which relate to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining shall be paid Bridge Loans and which are owing to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.Bridge Lenders;

Application of Proceeds. (a) Subject to the terms of any First Lien the Intercreditor Agreement Agreements, upon the exercise and any Second Lien Intercreditor Agreement, any amount received by the Administrative Agent or enforcement of the Collateral Agent from any Credit Party (Trustee’s interests, rights, powers and remedies in respect of the Collateral or from under the Security Documents or applicable law, the Collateral Trustee will apply the proceeds of any Collateral) following any acceleration of collection, sale, foreclosure or other realization by the Obligations under this Agreement Collateral Trustee or any Event other Secured Party upon, or exercise of Default any right or remedy with respect to, any Collateral and the proceeds thereof, and the proceeds of any insurance policy required under any Parity Lien Document or otherwise covering the Collateral and any Collateral or proceeds thereof received pursuant to any Intercreditor Agreement in the Borrower under Section 11.4 shall be applied: (i) firstfollowing order of application: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable and documented legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent Collateral Trustee or any co-trustee or agent of the Collateral Agent Trustee in connection with any collection or sale of the Collateral or otherwise in connection with any Credit DocumentSecurity Document (including, including all court costs but not limited to, indemnification obligations that are then due and the reasonable fees and expenses of its agents and legal counselpayable) (collectively, the repayment of all advances made by the Administrative Agent or the “Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) secondTrustee Obligations”); SECOND, to the Secured Partiesrespective Authorized Representatives, on a pro rata basis for each Series of Parity Lien Debt that are secured by such Collateral, for application to the payment of all such outstanding Parity Lien Debt and any such other Parity Lien Obligations that are then due and payable and so secured (for application in such order as may be provided in the Parity Lien Documents applicable to the respective Parity Lien Obligations) in an amount sufficient to pay in full in cash all outstanding Parity Lien Debt and all other Parity Lien Obligations that are then due and payable and so secured (x) equal to including all Obligations owing to them on interest and fees accrued thereon after the date commencement of any distribution Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Parity Lien Documents, even if such interest and fees are not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (y2) sufficient to Cash Collateralize the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Document) of all L/C Obligations on the date outstanding letters of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligationscredit constituting Parity Lien Debt); and (iii) thirdTHIRD, any surplus then remaining shall after the payment in full in cash of amounts described in the preceding clauses will be paid to the Issuer, Co-Issuer or the applicable Credit Parties or their Grantor, as the case may be, its successors or assigns assigns, or to whomsoever such other Persons as may be lawfully entitled to receive the same such amounts under applicable law or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from if any Guarantor Series of Parity Lien Debt has released its Lien on any Collateral as described below in Section 4.4, then such Series of Parity Lien Debt and any related Parity Lien Obligations of that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) Series thereafter shall not be applied entitled to share in the proceeds of any Collateral so released by that Series. (b) This Section 3.4 is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Parity Lien Obligations, each present and future Authorized Representative and the Collateral Trustee as holder of Parity Liens. The Authorized Representative of each future Series of Parity Lien Debt will be required to deliver a Collateral Trust Joinder including a lien sharing and priority confirmation as provided in Section 3.8 at the time of incurrence of such Series of Parity Lien Debt. (c) In connection with the application of proceeds pursuant to Section 3.4(a), as directed by an Act of Required Secured Parties, the Collateral Trustee may (but shall not be obligated to) sell any non-cash proceeds for cash prior to the application of the proceeds thereof. (d) In making the determinations and allocations in accordance with Section 3.4(a), the Collateral Trustee may conclusively rely upon information supplied by the relevant Authorized Representative, as to the amounts of unpaid principal and interest and other amounts outstanding with respect to its Obligations that are Excluded Swap respective Parity Lien Debt and any other Parity Lien Obligations.

Application of Proceeds. Subject Insurance proceeds to the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreementbe used for repair or restoration work (“Restoration Work”), any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from which proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) second, to the Secured Parties, an amount (x) are equal to all Obligations owing to them or greater than $5,000,000 on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distributiona per occurrence or claim basis, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining initially shall be paid to Beneficiary, and Beneficiary may at Beneficiary’s option, either endorse such proceeds to Grantor or elect to control the applicable Credit Parties or their successors or assigns or disbursement of same by paying such proceeds to whomsoever may be lawfully entitled Grantor from time to receive time as the same or as a court of competent jurisdiction may direct; provided that any amount applied Restoration Work progresses, subject to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower following conditions: (a) each request for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit payment by Grantor shall be applied made on at least ten (10) days prior notice to Beneficiary and shall be accompanied by the Administrative Agent in the order specified in clauses a certificate by an officer of Grantor, stating that: (i) through all of the Restoration Work done to date has been completed in substantial compliance with the plans and specifications, if any, therefor; and (iiiii) above. Notwithstanding the foregoingsum requested is justly required to reimburse Grantor for payments by Grantor to, amounts received from any Guarantor that or is justly due to, the contractor, subcontractors, materialmen, laborers, engineers, architects or other Persons rendering services or materials for the Restoration Work; (b) an Event of Default has not occurred and is not an “Eligible Contract Participant” continuing since the hazard, casualty or contingency giving rise to payment of the insurance proceeds occurred; (as defined c) in the Commodity Exchange Actcase of the request for the final disbursement, such request is accompanied by a copy of any certificates of occupancy or other certificate if required by any Law to render occupancy of the damaged portion of the Mortgaged Property lawful; and (d) shall if, in Beneficiary’s reasonable judgment, the amount of such insurance proceeds will not be sufficient to complete the Restoration Work (which determination may be made prior to or from time to time during the performance of the Restoration Work), Grantor shall maintain adequate reserves in conformity with GAAP equal to an amount of money which when added to such insurance proceeds will be sufficient, in Beneficiary’s reasonable judgment, to complete the Restoration Work. Insurance proceeds to be used for Restoration Work, which proceeds are less than $5,000,000 on a per occurrence or claim basis, initially shall be paid to Grantor and shall be used by Grantor to perform such Restoration Work in accordance with its certificate delivered pursuant to Section 4.7. In the event Grantor elects to restore, repair, replace or rebuild the Mortgaged Property and subsequently fails to comply in any material respect with any of the conditions set forth herein to disbursement of insurance proceeds, any proceeds remaining to be disbursed, whether held by Grantor, Beneficiary or an insurance company, shall be paid to Beneficiary and, at its option, applied to its Obligations that are Excluded Swap the outstanding balance of the Obligations.

Application of Proceeds. Subject to The Applicable Representative shall promptly apply the terms proceeds, moneys or balances of any First Lien Intercreditor Agreement and collection or sale of Collateral, as well as any Second Lien Intercreditor AgreementCollateral consisting of cash, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstas follows: FIRST, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent Applicable Representative in connection with any such collection or sale of the Collateral or otherwise in connection with this Agreement, any Credit Documentother Loan Document or under any Senior Secured Note Indenture or any of the Obligations, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder Applicable Representative hereunder, under any other Loan Document or under any other Credit Document Senior Secured Note Indenture on behalf of any Credit Party and Pledgor, any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Loan Document or any Senior Secured Note Indenture, and all other fees, indemnities and other amounts owing or reimbursable to the extent reimbursable hereunder or thereunder; (ii) secondApplicable Representative under any Loan Document in its capacity as such; SECOND, to the Secured Partiespayment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, an amount (x) equal to all Obligations owing the Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any distribution and such distribution); THIRD, to the payment in full of all other Obligations (y) sufficient the amounts so applied to Cash Collateralize all L/C be distributed among the Secured Parties pro rata in accordance with the respective amounts of the Obligations owed to them on the date of any such distribution, andwhich in the case of Letters of Credit, if such moneys shall be insufficient paid by deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash in U.S. Dollars equal to pay such amounts in full and Cash Collateralize all the aggregate L/C ObligationsExposure as of such date plus any accrued and unpaid interest thereon); and FOURTH, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdPledgors, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct; provided that (a) in no event shall the proceeds of any amount collection or sale of any Specified Excluded Collateral (the “Specified Excluded Proceeds”) be applied to Cash Collateralize the payment of any L/C Senior Secured Note Obligations that has not been applied to reimburse and (b) on and after the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all Intercreditor Effective Date, such Letters of Credit shall proceeds will be applied by as between the Administrative Agent holders of the Senior Secured Note Obligations, on the one hand, and the Credit Agreement Secured Parties, on the other hand, in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoingFirst Lien Intercreditor Agreement, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined with the portion thereof allocable to the Credit Agreement Secured Parties then being applied in the Commodity Exchange Act) manner set forth above in this Section 5.02. The Applicable Representative shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Applicable Representative (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Applicable Representative or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be applied obligated to its Obligations that are Excluded Swap Obligationssee to the application of any part of the purchase money paid over to the Applicable Representative or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject (a) During the continuance of an Event of Default, the Lender shall have the continuing and exclusive right to apply or reverse and re-apply any and all payments to any portion of the Grantor Obligations. To the extent that a Grantor makes a payment or payments to the terms Lender or the Lender receives any payment or proceeds of the Collateral, which payment or proceeds or any First Lien Intercreditor part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds, the Grantor Obligations or part thereof intended to be satisfied and this Agreement shall be revived and any Second Lien Intercreditor Agreementcontinue in full force and effect, any amount as if such payment or proceeds had not been received by the Administrative Agent or the Collateral Agent from any Credit Party such party. (or from b) The proceeds of any sale of or collection of Collateral) following , as well as any acceleration Collateral consisting of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 cash, shall be applied: (i) applied by the Lender first, to the payment of all reasonable and documented the costs and expenses incurred by of any such sale or collection, including reasonable fees and disbursements of the Administrative Agent or Lender's agents and counsel, and of any judicial proceeding wherein the Collateral Agent in connection with any collection or sale same may be made, and of all expenses, liabilities and advances (to the extent such advances are reasonably made for the protection of the Collateral or otherwise the enforcement of the Lender's security interest in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances Collateral) made or incurred by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection Lender, together with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) interest thereon, second, to in satisfaction of the Secured PartiesGrantor Obligations in the order set forth in the Facilities Letter, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive any surplus. Each Grantor shall remain liable for any deficiency if the same proceeds of sale or as other disposition of the Collateral are insufficient to pay the Grantor Obligations and the fees and disbursements of any attorneys employed by the Lender or any Security Beneficiary to collect such deficiency. Upon any sale of the Collateral by the Lender (including pursuant to a court power of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse sale granted by statute or under a judicial proceeding), the Borrower for Unpaid Drawings under receipt of the applicable Letters Lender or of Credit at the time of expiration of all such Letters of Credit officer making the sale shall be applied by a sufficient discharge to the Administrative Agent in purchaser or purchasers of the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) Collateral so sold and such purchaser or purchasers shall not be applied obligated to its Obligations that are Excluded Swap Obligationssee to the application of any part of the purchase money paid over to the Lender or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to the terms of any the First Lien Intercreditor Agreement and any the Second Lien Intercreditor Agreement, in each case if executed, and the Closing Date Intercreditor Agreement any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) second, to the Secured Parties, an amount equal to that portion of the Obligations constituting accrued and unpaid interest (including post-petition interest), ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts; (iii) third, to the Secured Parties an amount (x) equal to all other Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C ObligationsLetters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C ObligationsLetters of Credit Outstanding; and (iiiiv) thirdfourth, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations Letters of Credit Outstanding that has not been applied to reimburse the Borrower Letter of Credit Issuer for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. (a) Subject to the terms of any First Lien the Intercreditor Agreement Agreements, upon the exercise and any Second Lien Intercreditor Agreementenforcement of the Collateral Agent’s interests, any amount received by rights, powers and remedies in respect of the Administrative Agent Collateral or under the Security Documents or applicable law, the Collateral Agent from any Credit Party (or from will apply the proceeds of any Collateral) following collection, sale by the Collateral Agent, foreclosure or other realization by the Collateral Agent upon, or exercise of any acceleration of the Obligations under this Agreement right or any Event of Default remedy with respect to to, any Collateral and the Borrower proceeds thereof, and the proceeds of any title insurance or other insurance policy required under Section 11.4 shall be applied: (i) firstany Parity Lien Document or otherwise covering the Collateral in the following order of application: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Agent’s fees and any reasonable and documented legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Collateral Agent or any co-trustee or agent of the Collateral Agent in connection with any collection or sale Security Document (including, but not limited to, indemnification obligations that are then due and payable) (collectively, the “Collateral Agent Obligations”); SECOND, to the repayment of obligations, other than the Parity Lien Obligations, secured by a Permitted Prior Lien on the Collateral sold or otherwise realized upon to the extent that such other Lien has priority over the Parity Liens (as determined by a court of competent jurisdiction or in any other judicial or similar proceeding) but only if such obligation is discharged (in whole or in part) in connection with any Credit Document, including all such sale (as determined by a court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent competent jurisdiction or the Collateral Agent hereunder or under in any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs judicial or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) secondsimilar proceeding); THIRD, to the Secured Partiesrespective Authorized Representatives, on a pro rata basis for each Series of Parity Lien Debt, for application to the payment of all such outstanding Parity Lien Debt and any such other Parity Lien Obligations that are then due and payable and so secured (for application in such order as may be provided in the Parity Lien Documents applicable to the respective Parity Lien Obligations) in an amount sufficient to pay in full in cash all outstanding Parity Lien Debt and all other Parity Lien Obligations that are then due and payable (x) equal to including all Obligations owing to them on interest and fees accrued thereon after the date commencement of any distribution Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Parity Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (y2) sufficient to Cash Collateralize the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Document) of all L/C Obligations on the date outstanding letters of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligationscredit constituting Parity Lien Debt); and (iii) thirdFOURTH, any surplus then remaining shall after the payment in full in cash of amounts described in the preceding clauses will be paid to the Issuer or the applicable Credit Parties or their Grantor, as the case may be, its successors or assigns assigns, or to whomsoever such other Persons as may be lawfully entitled to receive the same such amounts under applicable law or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from if any Guarantor Series of Parity Lien Debt has released its Lien on any Collateral as described below in Section 4.4, then such Series of Parity Lien Debt and any related Parity Lien Obligations of that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) Series thereafter shall not be applied entitled to share in the proceeds of any Collateral so released by that Series. (b) This Section 3.4 is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Parity Lien Obligations, each present and future Authorized Representative and the Collateral Agent as holder of Parity Liens. The Authorized Representative of each future Series of Parity Lien Debt will be required to deliver a Intercreditor Joinder including a lien sharing and priority confirmation as provided in Section 3.8 at the time of incurrence of such Series of Parity Lien Debt. (c) In connection with the application of proceeds pursuant to Section 3.4(a), as directed by an Act of Required Secured Parties, the Collateral Agent may sell any non-cash proceeds for cash prior to the application of the proceeds thereof. (d) In making the determinations and allocations in accordance with Section 3.4(a), the Collateral Agent may conclusively rely upon information supplied by the relevant Authorized Representative, as to the amounts of unpaid principal and interest and other amounts outstanding with respect to its Obligations that are Excluded Swap respective Parity Lien Debt and any other Parity Lien Obligations.

Application of Proceeds. Subject (a) If any Collateral is sold or otherwise realized upon by the Collateral Trustee in connection with any foreclosure, collection or other enforcement of Priority Liens granted to the terms Collateral Trustee in the Security Documents, the proceeds received by the Collateral Trustee from such foreclosure, collection or other enforcement will be distributed by the Collateral Trustee, subject to the provisions of any First Lien Intercreditor Agreement and any Second Lien the Intercreditor Agreement, any amount received by in the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds following order of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstapplication: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable and documented legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent Collateral Trustee or any co-trustee or agent of the Collateral Agent Trustee in connection with any collection or sale Security Document; SECOND, to the repayment of Indebtedness and other obligations, other than Priority Lien Obligations and Subordinated Lien Obligations, secured by a Permitted Prior Lien on the Collateral sold or otherwise realized upon to the extent that such other Indebtedness or obligation is (or is required) to be discharged in connection with any Credit Documentsuch sale or other realization; THIRD, including all court costs and to the reasonable fees and expenses of its agents and legal counsel, respective Priority Lien Representatives for application to the repayment payment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any outstanding Term Loan Obligations and other Credit Document on behalf of any Credit Party Priority Lien Debt and any other reasonable Priority Lien Obligations that are then due and documented costs or expenses incurred payable in connection with such order as may be provided in the exercise Priority Lien Documents in an amount sufficient to pay in full in cash all outstanding Term Loan Obligations and other Priority Lien Debt and all other Priority Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any right Insolvency or remedy hereunder Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under any other Credit Document to the extent reimbursable hereunder or thereunder; (iiterms of the applicable Priority Lien Document) secondof all outstanding letters of credit constituting Priority Lien Debt); FOURTH, to the Secured Parties, respective Subordinated Lien Representatives for application to the payment of all outstanding Subordinated Lien Debt and any other Subordinated Lien Obligations that are then due and payable in such order as may be provided in the Subordinated Lien Documents in an amount sufficient to pay in full in cash all outstanding Subordinated Lien Debt and all other Subordinated Lien Obligations that are then due and payable (x) equal to including all Obligations owing to them on interest accrued thereon after the date commencement of any distribution Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Subordinated Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (y2) sufficient to Cash Collateralize the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Subordinated Lien Document) of all L/C Obligations on the date outstanding letters of any distribution, andcredit, if such moneys shall be insufficient to pay such amounts in full any, constituting Subordinated Lien Debt); and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdFIFTH, any surplus then remaining shall after the payment in full in cash of the amounts described in the preceding clauses will be paid to the Company or the applicable Credit Parties Guarantor, as the case may be, or their its successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may direct; provided . (b) If any Subordinated Lien Representative or any holder of a Subordinated Lien Obligation collects or receives any proceeds with respect to Subordinated Lien Obligations of such foreclosure, collection or other enforcement that any amount applied to Cash Collateralize any L/C Obligations that has not should have been applied to reimburse the Borrower payment of the Priority Lien Obligations in accordance with Section 3.4(a) above, whether after the commencement of an Insolvency or Liquidation Proceeding or otherwise, such Subordinated Lien Representative or such holder of a Subordinated Lien Obligation, as the case may be, will forthwith deliver the same to the Collateral Trustee, for Unpaid Drawings under the applicable Letters account of Credit the holders of the Priority Lien Obligations, to be applied in accordance with Section 3.4(a). Until so delivered, such proceeds will be held by that Subordinated Lien Representative or that holder of a Subordinated Lien Obligation, as the case may be, for the benefit of the holders of the Priority Lien Obligations. This Section 3.4(b) will not apply to payments received by any holder of Subordinated Lien Obligations if such payments are not proceeds of realization upon Collateral. (c) This Section 3.4 is intended for the benefit of, and will be enforceable by, each present and future holder of Secured Obligations, each present and future Secured Debt Representative and the Collateral Trustee as holder of Priority Liens and Subordinated Liens, in each case, as a party to this Agreement or as a third party beneficiary hereof. The Secured Debt Representative of each future Series of Secured Debt will be required to deliver a Collateral Trust Joinder including a Lien Sharing and Priority Confirmation as provided in Section 3.8 at the time of expiration incurrence of all such Letters Series of Credit shall be applied Secured Debt. (d) In connection with the application of proceeds pursuant to Section 3.4(a), except as otherwise directed by an Act of Required Debtholders, the Administrative Agent in Collateral Trustee may sell any non-cash proceeds (including liquidating any investments prior to the order specified in clauses (imaturity thereof) through (iii) above. Notwithstanding for cash prior to the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in application of the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationsproceeds thereof.

Application of Proceeds. Subject to (a) So long as the terms Discharge of any First Lien Intercreditor Agreement and any Second Lien Intercreditor AgreementABL Debt has not occurred, any amount the ABL Collateral or proceeds thereof received by in connection with the Administrative Agent sale or other disposition of, or collection on, such ABL Collateral upon the Collateral Agent from any Credit Party (or from proceeds exercise of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 remedies, shall be appliedapplied in the following order of priority: (i) first, to the payment ABL Priority Debt (including for cash collateral as required under the ABL Documents), and in such order as specified in the relevant ABL Documents until the Discharge of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunderPriority Debt has occurred; (ii) second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on Noteholder Debt in such order as specified in the date relevant Noteholder Documents until the Discharge of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C ObligationsPriority Noteholder Debt has occurred; and (iii) third, any surplus then remaining shall be paid to the Excess ABL Debt until the Discharge of ABL Debt has occurred. (b) Upon the Discharge of Priority Debt, to the extent permitted under applicable Credit Parties law, the ABL Lender shall deliver to the Collateral Agent, without representation or their successors or assigns or to whomsoever may be lawfully entitled to receive recourse, any proceeds of ABL Collateral held by it at such time in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct; provided that any amount applied , to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Collateral Agent to the Noteholder Debt in such order as specified in the order specified in clauses relevant Noteholder Documents. (ic) through (iii) above. Notwithstanding The foregoing provisions of this Section 4.1 are intended solely to govern the foregoingrespective Lien priorities as between the Collateral Agent and the Noteholder Secured Parties, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in on the Commodity Exchange Act) one hand, and the ABL Lender and the other ABL Secured Parties, on the other hand, and shall not be applied to its Obligations that are Excluded Swap Obligationsimpose on ABL Lender or any other ABL Secured Party or on Collateral Agent or any other Noteholder Secured Party any obligations in respect of Table of Contents the disposition of proceeds of foreclosure on any ABL Collateral which would conflict with prior perfected claims therein in favor of any other person or any order or decree of any court or other governmental authority or any applicable law.

Application of Proceeds. Subject to The Administrative Agent shall promptly apply the terms proceeds, moneys or balances of any First Lien Intercreditor Agreement and collection or sale of Collateral, as well as any Second Lien Intercreditor AgreementCollateral consisting of cash, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstas follows: FIRST, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any such collection or sale of the Collateral or otherwise in connection with this Agreement, any Credit Documentother Loan Document or any of the Obligations, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document on behalf of any Credit Party and Pledgor, any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document Loan Document, and all other fees, indemnities and other amounts owing or reimbursable to the extent reimbursable hereunder or thereunder; Administrative Agent under any Loan Document in its capacity as such; SECOND, to payment of all fees, indemnities and other amounts (iiother than principal and interest) secondpayable to the Issuing Bank in capacity as such and of any amount required to be paid to the Issuing Bank by any Revolving Facility Lender pursuant to Section 2.05(e) and (h) of the Credit Agreement and not paid by such Revolving Facility Lender (which shall be payable to the Administrative Agent if the Administrative Agent advanced such payment to the Issuing Bank in anticipation of such payment by such Revolving Facility Lender and otherwise, to the Issuing Bank); and THIRD, to the payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties, an amount (x) equal to all Parties pro rata in accordance with the respective amounts of the Obligations owing owed to them on the date of any distribution such distribution, which in the case of Letters of Credit, shall be paid by deposit in an account with the Administrative Agent, in the name of the Administrative Agent and (y) sufficient for the benefit of the Issuing Bank and the Lenders, an amount in cash in U.S. Dollars equal to Cash Collateralize all the aggregate Revolving L/C Obligations on the Exposure as of such date of plus any distribution, and, if such moneys accrued and unpaid interest thereon). The Administrative Agent shall be insufficient have absolute discretion as to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration application of all any such Letters proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Credit shall be applied Collateral by the Administrative Agent in (including pursuant to a power of sale granted by statute or under a judicial proceeding), the order specified in clauses (i) through (iii) above. Notwithstanding receipt of the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in purchase money by the Commodity Exchange Act) Administrative Agent or of the officer making the sale shall be a sufficient discharge to the 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 any way for the misapplication thereof. If, after receipt of any payment which is applied to its the payment of all or any part of any Obligations, an Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set-off, or a diversion of trust funds, or for any other reason, then the Obligations that are Excluded Swap Obligationsor part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by such Agent or such Lender and the Borrower shall be liable to pay to such Agent and the Lenders, and shall indemnify each Agent and the Lenders and holds the Agents and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this paragraph shall be and remain effective notwithstanding any contrary action which may have been taken by an Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agents’ and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this paragraph shall survive the termination of this Agreement.

Application of Proceeds. Subject to Regardless of any Insolvency or Liquidation Proceeding which has been commenced by or against either Borrower or any other Loan Party, Collateral or any proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies under the Security Documents by the Collateral Trustee shall be applied in the following order (it being agreed that the Collateral Trustee shall apply such amounts in the following order as promptly as is reasonably practicable after the receipt thereof; provided that such amounts shall not be so applied until such time as the amount of the Secured Obligations has been determined in accordance with the terms hereof and under the terms of any First Lien Intercreditor Agreement the relevant Financing Document, including and any Second Lien Intercreditor Agreementsubject to Sections 4.3 and 4.4 below): first, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firston a pro rata basis, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or amounts due to the Collateral Agent Trustee, any Agent, and the Issuing Lenders (in such capacities) (other than amounts constituting Interest Expenses) under any of the Financing Documents, excluding in the case of the Issuing Lenders, amounts payable in connection with any collection unreimbursed amount under any Letter of Credit; second, on a pro rata basis, to any Secured Party which has theretofore advanced or sale of the Collateral paid any costs, expenses or otherwise in connection with fees to any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or Issuing Lender, other than any amounts covered by priority first, an amount equal to the Collateral Agent hereunder amount thereof so advanced or under any other Credit Document on behalf of any Credit paid by such Secured Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) secondfor which such Secured Party has not been previously reimbursed; third, on a pro rata basis, to the payment of, without duplication, (a) all principal, interest, fees, charges and other amounts then due and payable in respect of the Secured Parties, an amount Obligations (x) equal to including cash collateralization of all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable outstanding Letters of Credit at as required under the time Credit Agreement or any other applicable Financing Document) and (b) the payment of expiration Permitted Secured Hedging Amounts then due and payable to any Secured Commodity Hedging Counterparty under any Secured Commodity Hedging Agreement; and last, the balance, if any, after all of all such Letters of Credit shall be applied the Secured Obligations have been indefeasibly paid in full in cash, to the Loan Parties or as otherwise required by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationsapplicable law.

Application of Proceeds. Subject to the terms of any the First Lien Intercreditor Agreement and any the Second Lien Intercreditor Agreement, in each case, if executed, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the a Borrower under Section 11.4 11.5 shall be applied: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunderDocument; (ii) second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C ObligationsLetters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C ObligationsLetters of Credit Outstanding; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; . provided that any amount applied to Cash Collateralize any L/C Obligations Letters of Credit Outstanding that has not been applied to reimburse the Letter of Credit Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. Subject The proceeds from any sale, lease, or other disposition made pursuant to this Article VII, or the proceeds from the surrender of any insurance policies pursuant hereto, or any Rents collected by Beneficiary from the Mortgaged Property, or the reserve for Impositions and insurance premiums, if any, required by the provisions of this Deed of Trust or sums received pursuant to Section 8.1 hereof, or proceeds from insurance which Beneficiary elects to apply to the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor AgreementIndebtedness pursuant to Section 8.2 hereof, any amount received shall be applied by Trustee, or by Beneficiary, as the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect case may be, to the Borrower under Section 11.4 shall be applied: Indebtedness in the following order and priority: (i) first, to the payment of all expenses of advertising, selling, and conveying the Mortgaged Property or part thereof, and/or prosecuting or otherwise collecting Rents, proceeds, premiums, or other sums including reasonable attorneys’ fees and documented costs and expenses incurred by the Administrative Agent a reasonable fee or the Collateral Agent in connection with any collection or sale commission to Trustee, not to exceed five percent (5%) of the Collateral proceeds thereof or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; sums so received; (ii) to the remainder of the Indebtedness as follows: first, to the remaining accrued but unpaid interest, second, to the Secured Partiesmatured portion of principal of the Indebtedness, an amount (x) equal and third, to all Obligations owing to them on prepayment of the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, andunmatured portion, if such moneys shall be insufficient any, of principal of the Indebtedness applied to pay such amounts installments of principal in full and Cash Collateralize all L/C Obligations, then ratably (without priority inverse order of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligationsmaturity; and (iii) thirdthe balance, if any surplus then and to the extent applicable, remaining after the full and final payment of the Indebtedness and full performance and discharge of the Obligations to the holder or beneficiary of any inferior liens covering the Mortgaged Property, if any, in order of the priority of such inferior liens (Trustee and Beneficiary shall hereby be entitled to rely exclusively upon a commitment for title insurance issued to determine such priority); and (iv) the cash balance, if any, to the Grantor. The application of proceeds of sale or other proceeds as otherwise provided herein shall be paid deemed to be a payment of the applicable Indebtedness like any other payment. The balance of the Indebtedness remaining unpaid, if any, shall remain fully due and owing in accordance with the terms of the Credit Parties Agreement, the Notes or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationsother Loan Documents.

Application of Proceeds. Subject to the terms of any First Lien Intercreditor Agreement and any Second Lien Pari Passu Intercreditor Agreement, any amount received by the Administrative Agent or if an Event of Default shall have occurred and is continuing, the Collateral Agent from any Credit Party (or from shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral) following , including any acceleration Collateral consisting of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstcash, as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent or Agent, the Collateral Agent or any other Representative (in their respective capacities as such hereunder or under any other Loan Document or any Pari Passu Agreement, as applicable) in connection with any collection such collection, sale, foreclosure or sale of the Collateral realization or otherwise in connection with this Agreement, any Credit other Loan Document, any Pari Passu Agreement or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or and/or the Collateral Agent hereunder or under any other Credit Loan Document on behalf of any Credit Party Grantor and any other reasonable and documented out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Loan Document to the extent reimbursable hereunder or thereunder; (ii) secondany Pari Passu Agreement, as applicable; SECOND, to the Secured Partiespayment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, an amount (x) equal to all Obligations owing the Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any distribution and such distribution); THIRD, to the payment in full of all other Obligations (y) sufficient the amounts so applied to Cash Collateralize all L/C be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); FOURTH, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdGrantors, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct; provided that any amount applied . The Collateral Agent shall have absolute discretion as to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration application of all any such Letters proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Credit Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be applied by a sufficient discharge to the Administrative Agent in purchaser or purchasers of the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) Collateral so sold and such purchaser or purchasers shall not be applied obligated to its Obligations that are Excluded Swap Obligationssee to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject The Collateral Agent shall, subject to the terms of any First Lien Intercreditor Agreement and any Second Lien applicable Intercreditor Agreement, promptly apply the proceeds, moneys or balances of any amount received collection or sale of Pledged Collateral realized through the exercise by the Administrative Agent or the Collateral Agent from of its remedies hereunder, as well as any Credit Party (or from proceeds Pledged Collateral consisting of cash at any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firsttime when remedies are being exercised hereunder, as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any such collection or sale of the Collateral or otherwise in connection with this Agreement, any Credit other Loan Document, any Other First Lien Agreement or any of the Guaranteed Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document or any Other First Lien Agreement on behalf of any Credit Party and Holdings, any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Loan Document or any Other First Lien Agreement, and all other fees, indemnities and other amounts owing or reimbursable to the extent reimbursable hereunder Collateral Agent under any Loan Document or thereunder; (ii) secondany Other First Lien Agreement in its capacity as such; SECOND, to the payment in full of the Guaranteed Obligations secured by such Pledged Collateral (the amounts so applied to be distributed among the Series of Secured Parties, an amount (x) equal Obligations pro rata based on the respective amounts of such Secured Obligations owed to all Obligations owing to them the applicable Secured Parties in respect of each Series on the date of any such distribution (or in accordance with such other method of distribution as may be set forth in any applicable Intercreditor Agreement)), with (x) the portion thereof distributed to the Credit Agreement Secured Parties to be further distributed in accordance with the order of priority set forth in Section 7.02 of the Credit Agreement and (y) sufficient the portion thereof distributed to Cash Collateralize all L/C Obligations on the date Secured Parties of any distribution, and, if such moneys shall other Series to be insufficient to pay such amounts further distributed in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining shall be paid to accordance with the applicable Credit Parties or their provisions of the Other First Lien Agreements governing such Series; and THIRD, to Holdings, its successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct; provided provided, that in no event shall the proceeds of any amount collection or sale of any Specified Excluded Collateral be applied to Cash Collateralize the relevant Series of Secured Obligations under any L/C Obligations that has not been applied Other First Lien Agreement. The Collateral Agent shall have absolute discretion as to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration application of all any such Letters proceeds, moneys or balances in accordance with this Agreement. Upon the request of Credit the Collateral Agent prior to any distribution under this Section 5.02, each Authorized Representative shall provide to the Collateral Agent certificates, in form and substance reasonably satisfactory to the Collateral Agent, setting forth the respective amounts referred to in this Section 5.02 that each applicable Secured Party or its Authorized Representative believes it is entitled to receive, and the Collateral Agent shall be applied fully entitled to rely on such certificates. Upon any sale of Pledged Collateral by the Administrative Collateral Agent in (including pursuant to a power of sale granted by statute or under a judicial proceeding), the order specified in clauses (i) through (iii) above. Notwithstanding receipt of the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in purchase money by the Commodity Exchange Act) Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Pledged Collateral so sold and such purchaser or purchasers shall not be applied obligated to its Obligations that are Excluded Swap Obligationssee to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. (a) Subject to the terms provisions of any First Lien Intercreditor Agreement and any Second the Crossing Lien Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from will apply the proceeds of any Collateral) following collection, sale, foreclosure or other realization upon, or exercise of any acceleration of the Obligations under this Agreement right or any Event of Default remedy with respect to to, any Collateral and the Borrower proceeds thereof and the proceeds of any insurance policy required under Section 11.4 shall be applied: (i) firstany Priority Lien Document or Junior Lien Document or otherwise covering the Collateral in the following order of application: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Agent’s fees and any reasonable and documented legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Collateral Agent or any co-trustee or agent of the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit DocumentSecurity Document (including, including all court costs but not limited to, indemnification obligations that are then due and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) secondpayable); SECOND, to the Secured Partiesrespective Priority Lien Representatives, Hedge Providers and Bank Product Providers on a pro rata basis for each Series of Priority Lien Debt, Hedging Obligations constituting Priority Lien Obligations and Bank Product Obligations constituting Priority Lien Obligations that are secured by such Collateral (or, where such Hedging Obligations or Bank Product Obligations are represented by a Priority Lien Representative, to such Priority Lien Representative on their behalf) for application to the payment of all such outstanding Priority Lien Debt and any such other Priority Lien Obligations that are then due and payable and so secured (for application in such order as may be provided in the Priority Lien Documents applicable to the respective Priority Lien Obligations) in an amount sufficient to pay in full in cash all outstanding Priority Lien Debt and all other Priority Lien Obligations that are then due and payable (x) equal to including all Obligations owing to them on interest and fees accrued thereon after the date commencement of any distribution Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 103% of the aggregate undrawn amount and (y2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt); THIRD, to the respective Junior Lien Representatives, Hedge Providers and Bank Product Providers on a pro rata basis for each Series of Junior Lien Debt, Hedging Obligations constituting Junior Lien Obligations and Bank Product Obligations constituting Junior Lien Obligations that are secured by such Collateral (or, where such Hedging Obligations or Bank Product Obligations are represented by a Junior Lien Representative, to such Junior Lien Representative on their behalf) for application to the payment of all such outstanding Junior Lien Debt and any such other Junior Lien Obligations that are then due and payable and so secured (for application in such order as may be provided in the Junior Lien Documents applicable to the respective Junior Lien Obligations) in an amount sufficient to Cash Collateralize pay in full in cash all L/C outstanding Junior Lien Debt and all other Junior Lien Obligations on that are then due and payable (including all interest and fees accrued thereon after the date commencement of any distributionInsolvency or Liquidation Proceeding at the rate, andincluding any applicable post-default rate, specified in the Junior Lien Documents, even if such moneys shall be insufficient to pay interest is not enforceable, allowable or allowed as a claim in such amounts in full proceeding, and Cash Collateralize including the discharge or cash collateralization (at the lower of (1) 103% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Junior Lien Document) of all L/C Obligations, then ratably (without priority outstanding letters of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof credit constituting Junior Lien Debt); and to Cash Collateralize the L/C Obligations; and (iii) thirdFOURTH, any surplus then remaining shall after the payment in full in cash of amounts described in the preceding clauses will be paid to the Issuers or the applicable Credit Parties or their Grantor, as the case may be, its successors or assigns assigns, or to whomsoever such other Persons as may be lawfully entitled to receive the same such amounts under applicable law or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from if any Guarantor Series of Secured Debt has released its Lien on any Collateral as described below in Section 4.4, then such Series of Secured Debt and any related Secured Obligations of that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) Series thereafter shall not be entitled to share in the proceeds of any Collateral so released by that Series. This Agreement constitutes a separate agreement in writing as contemplated by Section 3.4(c) THIRD and Section 3.4(e) SECOND of the Crossing Lien Intercreditor Agreement. The parties hereto agree that any proceeds of Collateral to be allocated under such clauses of the Crossing Lien Intercreditor Agreement will be allocated in the order set forth above. (b) Subject to the provisions of the Crossing Lien Intercreditor Agreement, if any Junior Lien Representative or any Junior Lien Secured Party collects or receives any proceeds of such foreclosure, collection or other enforcement, proceeds of any title insurance or other insurance and any proceeds subject to Liens that have been avoided or otherwise invalidated that should have been applied to the payment of the Priority Lien Obligations in accordance with Section 3.4(a) above, whether after the commencement of an Insolvency or Liquidation Proceeding or otherwise, such Junior Lien Representative or such Junior Lien Secured Party, as the case may be, will forthwith deliver the same to the Collateral Agent, for the account of the Priority Lien Secured Parties, to be applied in accordance with Section 3.4(a). Until so delivered, such proceeds shall be segregated and will be held by that Junior Lien Representative or that Junior Lien Secured Party, as the case may be, for the benefit of the Priority Lien Secured Parties. (c) This Section 3.4 is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Secured Obligations, each present and future Secured Debt Representative and the Collateral Agent as holder of Priority Liens and Junior Liens. The Secured Debt Representative of each future Series of Secured Debt will be required to deliver a Collateral Agency Joinder including a lien sharing and priority confirmation as provided in Section 3.8 at the time of incurrence of such Series of Secured Debt. (d) In connection with the application of proceeds pursuant to Section 3.4(a), except as otherwise directed by an Act of Required Secured Parties, the Collateral Agent may sell any non-cash proceeds for cash prior to the application of the proceeds thereof. (e) In making the determinations and allocations in accordance with Section 3.4(a), the Collateral Agent may conclusively rely upon information supplied by the relevant Priority Lien Representative, Hedge Provider and Bank Product Provider as to the amounts of unpaid principal and interest and other amounts outstanding with respect to its respective Priority Lien Debt and any other Priority Lien Obligations, the amount of any “settlement amount” (or similar term) of any Hedge Agreements included in the Priority Lien Obligations and the aggregate amounts payable under any Bank Product Agreements included in the Priority Lien Obligations and information supplied by the relevant Junior Lien Representative, Hedge Provider and Bank Product Provider as to the amounts of unpaid principal and interest and other amounts outstanding with respect to its respective Junior Lien Debt and any other Junior Lien Obligations, the amount of any “settlement amount” (or similar term) of any Hedge Agreements included in the Junior Lien Obligations and the aggregate amounts payable under any Bank Product Agreements included in the Junior Lien Obligations. In calculating the amount of Secured Obligations owed to any Hedge Provider, the Secured Obligations owed to such Hedge Provider shall be determined by the relevant Hedge Provider in accordance with the terms of the relevant Hedge Agreement; provided, that are Excluded Swap Obligationsnotwithstanding anything herein or in any other Secured Debt Document to the contrary, in the event that any such Hedge Agreement consists of more than one confirmation or trade or in the event that the relevant Hedge Provider is a party to any other Hedge Agreement, solely for purposes of calculating the Secured Obligations owed to such Hedge Provider under this Agreement, such calculation shall setoff and net all Obligations owing to such Hedge Provider or owed by such Hedge Provider under each such confirmation or trade and/or additional Hedge Agreement. In calculating the amount of Secured Obligations owed to any Bank Product Provider, the Secured Obligations owed to such Bank Product Provider shall be determined by the relevant Bank Product Provider in accordance with the terms of the relevant Bank Product Agreement.

Application of Proceeds. Subject (a) If any Collateral is sold or otherwise realized upon by the Collateral Trustee in connection with any foreclosure, collection or other enforcement of Parity Liens or Junior Liens granted to the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor AgreementCollateral Trustee in the Security Documents, any amount the proceeds received by the Administrative Agent Collateral Trustee from such foreclosure, collection or other enforcement will be distributed by the Collateral Agent from any Credit Party (or from proceeds Trustee in the following order of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstapplication: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable and documented legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent Collateral Trustee or any co-trustee or agent of the Collateral Agent Trustee in connection with any collection or sale Security Document; SECOND, ratably to the respective Parity Lien Representatives for application, after payment of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses (including but not limited to, attorney’s fees and expenses) of its agents and legal counselsuch Parity Lien Representative, to the repayment payment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any outstanding Notes and other Credit Document on behalf of any Credit Party Parity Lien Debt and any other reasonable Parity Lien Obligations that are then due and documented costs or expenses incurred payable in connection with such order as may be provided in the exercise relevant Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Notes and other Parity Lien Debt and all other Parity Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any right Insolvency or remedy hereunder Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the relevant Parity Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under any other Credit Document to the extent reimbursable hereunder or thereunder; (iiterms of the applicable Parity Lien Document) secondof all outstanding letters of credit constituting Parity Lien Debt); THIRD, to the Secured Parties, respective Junior Lien Representatives for application to the payment of all outstanding Junior Lien Debt and any other Junior Lien Obligations that are due and payable in such order as may be provided in the Junior Lien Documents in an amount sufficient to pay in full in cash all outstanding Junior Lien Debt and all other Junior Lien Obligations that are then due and payable (x) equal to including all Obligations owing to them on interest accrued thereon after the date commencement of any distribution Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Junior Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (y2) sufficient to Cash Collateralize the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Junior Lien Document) of all L/C Obligations on the date outstanding letters of any distribution, andcredit, if such moneys shall be insufficient to pay such amounts in full any, constituting Junior Lien Debt); and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdFOURTH, any surplus then remaining shall after the payment in full in cash of the amounts described in the preceding clauses will be paid to the applicable Credit Parties EFIH, or their its successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may direct; . If any Junior Lien Representative or any holder of a Junior Lien Obligation collects or receives any proceeds in respect of any foreclosure, collection or other enforcement to which it was not entitled pursuant to the terms of the immediately preceding paragraphs, whether after the commencement of any Insolvency or Liquidation Proceeding or otherwise, such Junior Lien Representative or such holder of a Junior Lien Obligation, as the case may be, will forthwith deliver the same to the Collateral Trustee to be applied in accordance with the provisions set forth in the immediately preceding paragraphs. Until so delivered, such proceeds will be held by that Junior Lien Representative or that holder of a Junior Lien Obligation, as the case may be, in trust for the benefit of the holders of the Parity Lien Obligations. These provisions will not apply to payments received by any holder of Junior Lien Obligations if such payments are not proceeds of, or the result of a realization upon, Collateral. This Section 3.4(a) is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Secured Debt Obligations, each present and future Secured Debt Representative and the Collateral Trustee as holder of Parity Liens and Junior Liens. The Secured Debt Representative of each future Series of Secured Lien Debt will be required to deliver a Collateral Trust Joinder, including a Lien Sharing and Priority Confirmation, to the Collateral Trustee and each other Secured Debt Representative as provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit in Section 3.8 at the time of expiration incurrence of all such Letters Series of Credit shall be applied Secured Lien Debt. In connection with the application of proceeds pursuant to Section 3.4(a), except as otherwise directed by an Act of Required Debtholders, the Administrative Agent in Collateral Trustee may sell any non-cash proceeds for cash prior to the order specified in clauses (i) through (iii) above. Notwithstanding application of the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationsproceeds thereof.

Application of Proceeds. Subject to the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any Any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 11.5 shall be applied: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document (and, if there shall be a shortfall in the amount available pursuant to the extent reimbursable hereunder this clause to pay all amounts due under this clause, on a pro rata basis taking into account all amounts due under this clause (including on account of principal, interest, fees, expenses or thereunderotherwise, as applicable)); (ii) second, to the Tranche B-1 Term Loan Lenders and New B-1 Lenders, an amount equal to all Obligations owing to them in respect of the Tranche B-1 Term Loans and New B-1 Loans on the date of any distribution (other than any amounts in respect of post-petition interest) (and, if there shall be a shortfall in the amount available pursuant to this clause to pay all amounts due under this clause, on a pro rata basis taking into account all amounts due under this clause (including on account of principal, interest, fees, expenses or otherwise, as applicable)); (iii) third, to the Secured Parties, an amount (x) equal to all remaining Obligations owing to them on the date of any distribution (including any amounts in respect of post-petition interest (including such amounts owed to the Tranche B-1 Lenders and New B-1 Lenders) (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys there shall be insufficient a shortfall in the amount available pursuant to this clause to pay such all amounts in full and Cash Collateralize due under this clause, on a pro rata basis taking into account all L/C Obligationsamounts due under this clause (including on account of principal, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligationsinterest, fees, expenses or otherwise, as applicable)); and (iiiiv) thirdfourth, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit received constituting ABL Collateral shall be applied by in accordance with the Administrative Agent provisions set forth in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap ObligationsIntercreditor Agreement.

Application of Proceeds. (i) Subject in all respects to the terms provisions of any First Lien Intercreditor Agreement and any Second Lien the ABL Intercreditor Agreement, any amount all proceeds of US Collateral received by the Administrative Agent or the Collateral Agent from at any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any time when an Event of Default exists and all or any portion of the US Revolving Loans have been accelerated hereunder pursuant to Section 7.01 or otherwise received in connection with any foreclosure on or other exercise of remedies with respect to the Borrower under Section 11.4 shall US Collateral pursuant to the US Collateral Documents, shall, upon election by the Administrative Agent or at the direction of the Required Lenders, be applied: (i) applied first, to the payment of all reasonable and documented costs and expenses then due incurred by the Administrative Agent or the Collateral Agent in connection with any collection collection, sale or sale of the realization on US Collateral or otherwise in connection with this Agreement, any Credit Documentother Loan Document or any of the US Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document on behalf of any Credit Loan Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document Loan Document, second, on a pro rata basis, to pay any fees, indemnities or expense reimbursements then due to the extent reimbursable hereunder Administrative Agent (other than those covered in clause first above) or thereunder; (ii) secondany Issuing Bank from the Borrowers constituting US Secured Obligations, third, on a pro rata basis in accordance with the amounts of such US Secured Obligations owed to the Secured Parties, an amount (x) equal to all Obligations owing to them Parties on the date of any distribution such distribution, toward the payment of US Protective Advances and US Overadvances then due from the Borrowers constituting US Secured Obligations, fourth, on a pro rata basis in accordance with the amounts of the US Secured Obligations (yother than any Secured Obligations incurred after the date hereof that are either junior in right of payment or are secured by a Lien that is junior to the Liens securing the US Secured Obligations) sufficient (other than contingent indemnification obligations for which no claim has yet been made) owed to Cash Collateralize all L/C Obligations the Secured Parties on the date of any such distribution, and, if such moneys shall be insufficient to pay such amounts the payment in full of (x) the US Secured Obligations (other than US Secured Hedging Obligations and Cash Collateralize all L/C US Secured Banking Services Obligations) (including, then ratably (without priority of any one over any other) with respect to such Secured Parties in proportion US LC Exposure, an amount to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining shall be paid to the Administrative Agent equal to 100% of the US LC Exposure (minus the amount then on deposit in the US LC Collateral Account) on such date, to be held in the US LC Collateral Account as Cash collateral for such Obligations), (y) Designated Hedging Obligations constituting US Secured Obligations in an amount not to exceed the US Hedge Product Amount in an amount not to exceed the applicable Hedge Product Reserve and (z) US Secured Banking Services Obligations in an amount not to exceed to the applicable Banking Services Reserve; provided that if any US Letter of Credit Parties expires undrawn, then any Cash collateral held to secure the related US LC Exposure shall be applied in accordance with this Section 2.18(b), beginning with clause first above, fifth, on a pro rata basis, to the payment in full of Secured Hedging Obligations and Secured Banking Services Obligations, in each case, constituting US Secured Obligations (other than those covered in clause fourth above), sixth, in accordance with Section 2.18(b)(ii) below as if such proceeds of US Collateral were proceeds of Canadian Collateral thereunder, and seventh, to, or their successors or assigns or to whomsoever may be lawfully entitled to receive at the same direction of, the Lead Borrower or as a court of competent jurisdiction may otherwise direct; provided that . (ii) Subject in all respects to the provisions of the ABL Intercreditor Agreement (and any amount applied Applicable Intercreditor Agreement), if applicable, all proceeds of Canadian Collateral received by the Administrative Agent at any time when an Event of Default exists and all or any portion of the Canadian Revolving Loans have been accelerated hereunder pursuant to Cash Collateralize Section 7.01 or otherwise received in connection with any L/C Obligations that has not been applied foreclosure on or other exercise of remedies with respect to reimburse the Borrower for Unpaid Drawings under Canadian Collateral pursuant to the applicable Letters of Credit Canadian Security Agreement, shall, upon election by the Administrative Agent or at the time direction of expiration the Required Lenders, be applied first, to the payment of all such Letters of Credit shall be applied costs and expenses then due incurred by the Administrative Agent in connection with any collection, sale or realization on Canadian Collateral or otherwise in connection with this Agreement, any other Loan Document or any of the order specified Canadian Secured Obligations, including all court costs and the fees and expenses of agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in clauses connection with the exercise of any right or remedy hereunder or under any other Loan Document, second, on a pro rata basis, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent (iother than those covered in clause first above) through or any Issuing Bank from the Borrowers constituting Canadian Secured Obligations, third, on a pro rata basis in accordance with the amounts of such Canadian Secured Obligations owed to the Secured Parties on the date of any such distribution, toward the payment of Canadian Protective Advances and Canadian Overadvances then due from the Borrowers constituting Canadian Secured Obligations; fourth, on a pro rata basis in accordance with the amounts of the Canadian Secured Obligations (iiiother than contingent indemnification obligations for which no claim has yet been made) above. Notwithstanding owed to the foregoingSecured Parties on the date of any such distribution, amounts received from any Guarantor that is not to the payment in full of (x) the Canadian Secured Obligations (other than Canadian Secured Hedging Obligations and Canadian Secured Banking Services Obligations) (including, with respect to Canadian LC Exposure, an “Eligible Contract Participant” amount to be paid to the Administrative Agent equal to 100% of the Canadian LC Exposure (as defined minus the amount then on deposit in the Commodity Exchange ActCanadian LC Collateral Account) on such date, to be held in the Canadian LC Collateral Account as Cash collateral for such Obligations), (y) Designated Hedging Obligations constituting Canadian Secured Obligations in an amount not to exceed the applicable Hedge Product Reserve and (z) Canadian Secured Banking Services Obligations in an amount not to exceed the applicable Banking Services Reserve; provided that if any Canadian Letter of Credit expires undrawn, then any Cash collateral held to secure the related Canadian LC Exposure shall not be applied in accordance with this Section 2.18(b), beginning with clause first above, fifth, on a pro rata basis, to its the payment in full of Secured Hedging Obligations that are Excluded Swap and Secured Banking Services Obligations, in each case, constituting Canadian Secured Obligations (other than those covered in clause fourth above) and sixth, to, or at the direction of, the Lead Borrower or as a court of competent jurisdiction may otherwise direct.

Application of Proceeds. Subject Any monies collected by the Trustee pursuant to this Article Four shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such monies on account of principal or interest (including Additional Amounts), upon presentation of the Debt Securities of the Series in respect of which money has been collected and stamping (or otherwise noting) thereon the payment, or issuing Debt Securities in reduced principal amounts in exchange for the presented Debt Securities if only partially paid, or upon surrender thereof if fully paid: FIRST: To the payment of all amounts due to the terms of Trustee or any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount received by predecessor trustee under Section 5.6; SECOND: In case the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration principal of the Obligations under this Agreement or any Event Debt Securities of Default with respect to the Borrower under Section 11.4 such Series shall not have become and be applied: (i) firstthen due and payable, to the payment of all reasonable and documented costs and expenses incurred by overdue interest (including Additional Amounts) in default on such Series of Debt Securities in the Administrative Agent or the Collateral Agent in connection with any collection or sale order of the Collateral or otherwise in connection maturity of the installments of such interest (including Additional Amounts), with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document interest (to the extent reimbursable hereunder that such interest has been collected by the Trustee) upon the overdue installments of interest (including Additional Amounts) at the same rate as the rate of interest specified in such Debt Securities, such payments to be made ratably to the Persons entitled thereto, without discrimination or thereunder; (ii) secondpreference; THIRD: In case the principal of the Debt Securities of such Series shall have become and shall be then due and payable, to the Secured Partiespayment of the whole amount then owing and unpaid upon all Debt Securities of such Series for principal and interest (including Additional Amounts), an amount (x) equal to all Obligations owing to them on with interest upon the date of any distribution overdue principal, and (yto the extent that such interest has been collected by the Trustee) sufficient to Cash Collateralize all L/C Obligations on upon overdue installments of interest (including Additional Amounts) at the date rate of any distribution, and, if interest specified in such moneys Debt Securities; and in case such monies shall be insufficient to pay such amounts in full the whole amount so due and Cash Collateralize all L/C Obligationsunpaid upon the Debt Securities of such Series, then ratably to the payment of such principal and interest (including Additional Amounts), without preference or priority of principal over interest, or of interest over principal, or of any one installment of interest over any other) to other installment of interest, or of any Debt Security of such Secured Parties in proportion Series over any other Debt Securities of the same Series, ratably to the aggregate of such principal and accrued and unpaid amounts thereof and to Cash Collateralize the L/C Obligationsinterest; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. Subject (a) If there is Collateral with respect to any Series of First Lien Debt that is not Common Collateral, the terms Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon all Collateral, including Common Collateral and the proceeds of any title insurance policy required under any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount received by Debt Document in the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds following order of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstapplication: FIRST, to the payment of all reasonable and documented fees, costs and expenses incurred by the Administrative Agent or the Collateral Agent Trustee in connection with any such sale, collection or sale of the Collateral realization or otherwise in connection with this Agreement or any Credit Documentof the First Lien Obligations, and to any other Collateral Trustee Obligations, including all court costs and the reasonable fees and expenses of its co-trustees, agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent Trustee hereunder or under any other Credit Document on behalf of any Credit Party Grantor and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) secondhereunder; SECOND, to the Secured Parties, First Lien Representative for the Existing Credit Agreement for application to the payment of all outstanding Credit Facility Obligations and First Lien Obligations with respect to the J. Xxxx Xxxxx Agreement that are then due and payable in such order as may be provided in the First Lien Credit Documents in an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize discharge all L/C Obligationsoutstanding Credit Facility Obligations and such Obligations under the J. Xxxx Xxxxx Agreement that are then due and payable (including cash collateralization of all outstanding letters of credit constituting Credit Facility Obligations that have not theretofore been cancelled, then ratably (without priority terminated, fully cash collateralized as provided above, fully supported by a letter of any one over any other) to such Secured Parties in proportion credit satisfactory to the unpaid amounts thereof and to Cash Collateralize issuer of the L/C Obligations; and (iii) third, any surplus then remaining shall be paid letter of credit supported thereby or otherwise supported in a manner satisfactory to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.respective issuers thereof);

Application of Proceeds. Subject (a) Prior to the terms Payment in Full of any First Lien Senior Indebtedness (as defined in the Intercreditor Agreement Agreement) and any Second Lien other than as otherwise permitted by the Intercreditor Agreement, any amount monies or Property actually received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under pursuant to this Agreement or any Event other Loan Document, the exercise of Default any rights or remedies under any Security Instrument or any other agreement with respect the Borrower, any Guarantor or any of their respective Subsidiaries which secures any of the Obligations, shall in any event be held in trust by the Adminsitrative Agent for the benefit of the Senior Agent and the Senior Lenders (as defined in the Intercreditor Agreement) and promptly paid or delivered to the Borrower Senior Agent in the form received; and (b) After Payment in Full of the Senior Indebtedness and the termination of the Intercreditor Agreement, any monies or Properties actually received by the Administrative Agent pursuant to this Agreement or any other Loan Document as a result of the exercise of any rights or remedies under Section 11.4 any Security Instrument or any other agreement with the Borrower, any Guarantor or any of their respective Subsidiaries which secures the Obligations shall be appliedapplied in the following order: (i) firstFirst, to the payment of all reasonable and documented amounts, including costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise collection of such proceeds and the payment of any right or remedy hereunder or part of the Obligations, due to the Administrative Agent under any of the expense reimbursement or indemnity provisions of this Agreement or any other Credit Document to the extent reimbursable hereunder Loan Document, any Security Instrument or thereunderother collateral documents, and any applicable Legal Requirement; (ii) secondSecond, ratably, according to the then unpaid amounts thereof, without preference or priority of any kind among them, to the Secured Partiespayment of the Obligations then due and payable, an amount (x) equal to all including any Lender Hedging Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C ObligationsLoan Party; and (iii) thirdThird, any surplus then remaining shall be paid the remainder, if any, to the applicable Credit Parties Borrower or their its Subsidiaries, or its respective successors or assigns assigns, or to whomsoever such other Person as may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the . Administrative Agent shall have no responsibility to determine the existence or amount of Lender Hedging Obligations and may reserve from the application of amounts under this Section amounts distributable in respect of Lender Hedging Obligations until it has received evidence satisfactory to it of the existence and amount of such Lender Hedging Obligations. Subject to paragraph (b) of the first sentence of this Section, Administrative Agent and Lenders hereby acknowledge and confirm that the Liens in the order specified in clauses (i) through (iii) above. Notwithstanding Collateral secure the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in Obligations and the Commodity Exchange Act) shall not be applied to its Lender Hedging Obligations that are Excluded Swap Obligationson a ratable basis.

Application of Proceeds. Subject The Lender will within three (3) Business Days after receipt of cash or solvent credits from collection of items of payment, proceeds of Collateral or any other source, apply the whole or any part thereof against the Obligations secured hereby. The Lender shall further have the exclusive right to determine how, when and what application of such payments and such credits shall be made on the terms of any First Lien Intercreditor Agreement Obligations, and any Second Lien Intercreditor Agreement, any amount received by such determination shall be conclusive upon the Administrative Agent or the Collateral Agent from any Credit Party (or from Borrower. Any proceeds of any Collateral) following disposition by the Lender of all or any acceleration part of the Obligations under this Agreement or any Event of Default with respect to Collateral may be first applied by the Borrower under Section 11.4 shall be applied: (i) first, Lender to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent Lender in connection with the Collateral, including attorneys’ fees and legal expenses as provided for in Section 13 hereof. Notwithstanding anything to the contrary set forth above, in no event shall any collection proceeds of any Collateral owned, or sale any guaranty provided, by any Borrower under any Loan Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such Borrower, but appropriate adjustments shall be made with respect to payments from other Borrowers to preserve the allocation to Obligations otherwise set forth above in this Section; provided, further, that Lender may elect to apply the proceeds of the any such Collateral or otherwise guaranty to repay or cash collateralize any Obligations in connection accordance with the priority set forth above (other than Excluded Swap Obligation with respect to such Borrower) before applying the proceeds of any Credit other Collateral or guaranty provided under any Loan Document, including all court costs and if in the reasonable fees and expenses determination of its agents and legal counselLender, such order of application will maximize the repayment of all advances made by of the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document Obligations. Lender shall have absolute discretion as to the extent reimbursable hereunder or thereunder; (ii) second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration application of all any such Letters of Credit shall be applied by the Administrative Agent proceeds, moneys, or balances in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationsaccordance with this Agreement.

Application of Proceeds. Subject to Upon or following the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the maturity of the Obligations under this Agreement and the exercise of remedies with respect to any Collateral, or any an Event of Default under Section 11.5 with respect to the Borrower under Section 11.4 shall or any Parent Guarantor, the proceeds of any collection or sale of the Collateral as well as any Collateral consisting of cash, or other amounts received in respect of the Obligations may, if not otherwise applied to preserve the value of the Collateral, be appliedapplied by the Administrative Agent at any time after receipt as follows: (ia) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any such collection or sale of the Collateral or otherwise in connection with the Credit Documents or any Credit Documentof the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document and the payment of all reimbursement and indemnification obligations or claims owing to the extent reimbursable Agents, the Letter of Credit Issuers and the Related Parties of the Agents and the Letter of Credit Issuers hereunder or thereunderunder any other Credit Document; (iib) second, to the payment in full of the Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent and the Letter of Credit Issuer pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any distribution); (c) third, to the Secured Parties, an amount (x) equal to all Obligations (including Obligations to cash collateralize outstanding Letters of Credit) owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligationsfull, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligationsthereof; and (iiid) thirdfourth, any surplus then remaining shall be paid to the applicable Credit Parties Grantors or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. Subject to The Administrative Agent shall promptly apply the terms proceeds, moneys or balances of any First Lien Intercreditor Agreement and collection or sale of Collateral, as well as any Second Lien Intercreditor AgreementCollateral consisting of cash, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstas follows: FIRST, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any such collection or sale of the Collateral or otherwise in connection with this Agreement, any Credit Documentother Loan Document or any of the Obligations, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document on behalf of any Credit Party and Pledgor, any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document Loan Document, and all other fees, indemnities and other amounts owing or reimbursable to the extent reimbursable hereunder or thereunder; Administrative Agent under any Loan Document in its capacity as such; SECOND, to payment of all fees, indemnities and other amounts (iiother than principal and interest) secondpayable to the Issuing Bank in capacity as such and of any amount required to be paid to the Issuing Bank by any ABL Facility Lender pursuant to Section 2.05(e) and (h) of the Credit Agreement and not paid by such ABL Facility Lender (which shall be payable to the Administrative Agent if the Administrative Agent advanced such payment to the Issuing Bank in anticipation of such payment by such ABL Facility Lender and otherwise, to the Issuing Bank); THIRD, to the payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties, an amount (x) equal to all Parties pro rata in accordance with the respective amounts of the Obligations owing owed to them on the date of any distribution such distribution, which in the case of Letters of Credit, shall be paid by deposit in an account with the Administrative Agent, in the Table of Contents name of the Administrative Agent and (y) sufficient for the benefit of the Issuing Bank and the Lenders, an amount in cash in U.S. Dollars equal to Cash Collateralize all the aggregate Revolving L/C Obligations on the Exposure as of such date of plus any distributionaccrued and unpaid interest thereon); and FOURTH, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdBorrower, any surplus then remaining shall be paid to the applicable Credit Parties or their its successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct; provided that any amount applied . The Administrative Agent shall have absolute discretion as to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration application of all any such Letters proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Credit shall be applied Collateral by the Administrative Agent in (including pursuant to a power of sale granted by statute or under a judicial proceeding), the order specified in clauses (i) through (iii) above. Notwithstanding receipt of the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in purchase money by the Commodity Exchange Act) Administrative Agent or of the officer making the sale shall be a sufficient discharge to the 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 any way for the misapplication thereof. If, after receipt of any payment which is applied to its the payment of all or any part of any Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set-off, or a diversion of trust funds, or for any other reason, then the Obligations that are Excluded Swap Obligationsor part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrower shall be liable to pay to the Administrative Agent and the Lenders, and shall indemnify the Administrative Agent and the Lenders and holds the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this paragraph shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this paragraph shall survive the termination of this Agreement.

Application of Proceeds. Subject to the terms of any of, in each case if executed, the First Lien Intercreditor Agreement and any the Second Lien Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 11.5 shall be applied: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C ObligationsLetters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C ObligationsLetters of Credit Outstanding; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations Letters of Credit Outstanding that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. Subject to the terms of any First Lien the Intercreditor Agreement Agreements, if an Event of Default shall have occurred and any Second Lien Intercreditor Agreementis continuing, any amount received by the Administrative Agent or the Junior-Priority Collateral Agent from any Credit Party (or from shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral) following , including any acceleration Collateral consisting of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstcash, as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by each Authorized Representative and the Administrative Junior-Priority Collateral Agent or the Collateral Agent any other Representative in respect of any Pari Passu Debt Obligations in connection with any collection such collection, sale, foreclosure or sale of the Collateral realization or otherwise in connection with this Agreement, any Credit Documentother Notes Collateral Documents, the Indentures, any Pari Passu Agreement or any of the Junior-Priority Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by any Authorized Representative, the Administrative Junior-Priority Collateral Agent or the Collateral Agent hereunder or under any other Credit Document Representative in respect of any Pari Passu Debt Obligations (in their respective capacities as such) on behalf of any Credit Party Grantor and any other reasonable and documented out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder Notes Collateral Documents or thereunder; (ii) secondany Pari Passu Agreement, as applicable; SECOND, to the payment in full of all other Junior-Priority Obligations (the amounts so applied to the Secured Parties, an amount (x) equal Parties to all be distributed pro rata in accordance with the amounts of the Junior-Priority Obligations owing owed to them on the date of any distribution such distribution); and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distributionTHIRD, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdGrantors, any surplus then remaining shall be paid to the applicable Credit Parties or as applicable, their successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct; provided that any amount applied . Subject to Cash Collateralize any L/C the terms of the Intercreditor Agreements, if no Senior-Priority Obligations that has not been applied are outstanding the Junior-Priority Collateral Agent shall have absolute discretion as to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration application of all any such Letters proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Credit Collateral by the Junior-Priority Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Junior-Priority Collateral Agent or of the officer making the sale shall be applied by a sufficient discharge to the Administrative Agent in purchaser or purchasers of the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) Collateral so sold and such purchaser or purchasers shall not be applied obligated to its Obligations that are Excluded Swap Obligationssee to the application of any part of the purchase money paid over to the Junior-Priority Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to the terms of any the First Lien Intercreditor Agreement and any Second and/or the Junior Lien Intercreditor Agreement, if executed, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 11.5 shall be applied: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunderDocument; (ii) second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C ObligationsLetters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C ObligationsLetters of Credit Outstanding; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; . provided that any amount applied to Cash Collateralize any L/C Obligations Letters of Credit Outstanding that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. Subject Any moneys or property collected by the Trustee pursuant to this Article in respect of the Securities of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys or property on account of Principal, premium, if any, or interest, upon presentation of the several Securities in respect of which moneys or property have been collected and noting thereon the payment, or issuing Securities of such series and tenor in reduced Principal amounts in exchange for the presented Securities of such series and tenor if only partially paid, or upon surrender thereof if fully paid: 1. To the payment of all amounts due the Trustee under Section 8.07 applicable to the terms Securities of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount received by such series in respect of which moneys have been collected; 2. In case the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration Principal of the Obligations under this Agreement or any Event Securities of Default with such series in respect to the Borrower under Section 11.4 of which moneys have been collected shall not have become and be applied: (i) firstthen due and payable, to the payment of all reasonable and documented costs and expenses incurred by interest on the Administrative Agent or Securities of such series in default in the Collateral Agent in connection with any collection or sale order of the Collateral or otherwise in connection maturity of the installments of such interest, with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document interest (to the extent reimbursable hereunder that such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or thereunderYield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference; (ii) second3. In case the Principal of the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and payable, to the Secured Partiespayment of the whole amount then owing and unpaid upon all the Securities of such series for Principal and interest, an amount (x) equal to all Obligations owing to them on with interest upon the date of any distribution overdue Principal, and (yto the extent that such interest has been collected by the Trustee) sufficient upon overdue installments of interest at the same rate as the rate of interest or Yield to Cash Collateralize all L/C Obligations on Maturity (in the date case of any distribution, and, if Original Issue Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient to pay such amounts in full the whole amount so due and Cash Collateralize all L/C Obligationsunpaid upon the Securities of such series, then ratably (to the payment of such Principal and interest or Yield to Maturity, without preference or priority of Principal over interest or Yield to Maturity, or of interest or Yield to Maturity over Principal, or of any one installment of interest over any other) to other installment of interest, or of any Security of such Secured Parties in proportion series over any other Security of such series, ratably to the aggregate of such Principal and accrued and unpaid amounts thereof and interest or Yield to Cash Collateralize the L/C ObligationsMaturity; and (iii) third4. To the payment of the remainder, any surplus then remaining shall be paid if any, to the applicable Credit Parties Company or their successors or assigns or to whomsoever may be any other person lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationsthereto.

Application of Proceeds. Subject (a) The Collateral Agent shall have the right at any time to apply the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount Proceeds received by the Administrative Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent from of its remedies, together with any Credit Party (or from proceeds of any Collateral) following any acceleration of other moneys then held by the Obligations under Collateral Agent in the Collateral Account pursuant to this Agreement, the Security Agreement or any Event other Security Document, to the payment of Default due and unpaid Collateral Agent Fees. (b) All remaining Proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies, together with any other moneys then held by the Collateral Agent in the Collateral Account pursuant to this Agreement, the Secu- rity Agreement or any other Security Document, with respect to the Borrower under Collateral shall, to the extent available for distribution (it being understood that the Collateral Agent may liquidate investments prior to maturity in order to make a distribution pursuant to this Section 11.4 shall 3.01), be applieddistributed (subject to the provisions of Section 3.02) by the Collateral Agent on each Distribution Date in the following order of priority: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with for any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the unpaid Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party Fees and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; then (ii) second, to any other Secured Party which has theretofore advanced or paid any Collateral Agent Fees constituting administrative expenses allowable under Section 503(b) of the Secured PartiesBankruptcy Code, an amount (x) equal to all Obligations owing the amount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been reimbursed prior to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distributionsuch Distribution Date, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligationsfull, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the amounts of such Collateral Agent Fees advanced by the respective Secured Parties and remaining unpaid on such Distribution Date; Second: without duplication of the amounts thereof and applied pursuant to Cash Collateralize the L/C Obligations; and (iii) thirdclause First above, to any surplus then remaining shall be Secured Party which has theretofore advanced or paid any Collateral Agent Fees other than such administrative expenses, an amount equal to the applicable Credit Parties amount thereof so advanced or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that paid by such Secured Party and for which such Secured Party has not been applied reimbursed prior to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit Distribution Date, and, if such moneys shall be applied insufficient to pay such amounts in full, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the amounts of such Collateral Agent Fees advanced by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.respective Secured Parties and remaining unpaid on such Distribution Date;

Application of Proceeds. Subject to the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount received by the Administrative Agent or the The Collateral Agent from any Credit Party (or from shall apply the proceeds of any Collateral) following any acceleration collection or sale of the Obligations under this Agreement or Collateral as well as any Event Collateral consisting of Default with respect to the Borrower under Section 11.4 shall be appliedcash, at any time after receipt as follows: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any such collection or sale of the Collateral or otherwise in connection with this Security Agreement, the other Credit Documents, any Credit DocumentAdditional First Lien Agreement or any of the First Lien Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party Grantor and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunderunder any Additional First Lien Agreement; (ii) second, to the First Lien Secured Parties, an amount (x) equal to all First Lien Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligationsfull, then ratably (without priority of any one over any other) to such First Lien Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligationsthereof; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties Grantors or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, if any Intercreditor Agreement has been entered into among the holders of First Lien Obligations which provides for the application of proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral, then such proceeds shall be applied pursuant to the terms of such Intercreditor Agreement and in making the determination and allocations required in any Intercreditor Agreement the Collateral Agent may conclusively rely upon information supplied by the applicable Authorized Representatives as to the amounts received from of unpaid principal and interest and other amounts outstanding with respect to such First Lien Obligations and the Collateral Agent shall have no liability to any Guarantor that is not an “Eligible Contract Participant” of the First Lien Secured Parties for actions taken in reliance on such information. Upon any sale of the Collateral by the Collateral Agent (as defined in including pursuant to a power of sale granted by statute or under a judicial proceeding), the Commodity Exchange Act) receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be applied obligated to its Obligations that are Excluded Swap Obligationssee to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to the terms of any of, in each case if in effect, the First Lien Intercreditor Agreement and any the Second Lien Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to Holdings or the Borrower under Section 11.4 11.1(e) shall be applied: (ia) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (iib) second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C ObligationsLetters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C ObligationsLetters of Credit Outstanding; and (iiic) third, any surplus then remaining shall be paid first pursuant to the First Lien Intercreditor Agreement or the Second Lien Intercreditor Agreement if then in effect and then to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations Letters of Credit Outstanding that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i11.3(a) through (iii11.3(c) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. Subject The Collateral Agent shall, subject to the terms of any First Lien Intercreditor Agreement and any Second Lien applicable Intercreditor Agreement, promptly apply the proceeds, moneys or balances of any amount received collection or sale of Collateral realized through the exercise by the Administrative Agent or the Collateral Agent from of its remedies hereunder, as well as any Credit Party (or from proceeds Collateral consisting of cash at any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firsttime when remedies are being exercised hereunder, as follows: FIRST, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any such collection or sale of the Collateral or otherwise in connection with any Credit Agreement Document, any Other First Lien Agreement or any of the Secured Obligations secured by such Collateral, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Agreement Document or any Other First Lien Agreement on behalf of any Credit Party and Pledgor, any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Agreement Document or any Other First Lien Agreement, and all other fees, indemnities and other amounts owing or reimbursable to the extent reimbursable hereunder Collateral Agent under any Credit Agreement Document or thereunder; (ii) secondany Other First Lien Agreement in its capacity as such; SECOND, to the payment in full of the Secured Parties, an amount Obligations secured by such Collateral (x) equal the amounts so applied to all be distributed between the Credit Agreement Secured Parties and any Other First Lien Secured Parties pro rata based on the respective amounts of such Secured Obligations owing owed to them on the date of any such distribution (or in accordance with such other method of distribution as may be set forth in any applicable Intercreditor Agreement), with (x) the portion thereof distributed to the Credit Agreement Secured Parties to be further distributed in accordance with the order of priority set forth in Section 2.18(b) of the Credit Agreement and (y) sufficient the portion thereof distributed to Cash Collateralize all L/C Obligations on the date Secured Parties of any distributionother Series to be further distributed in accordance with the applicable provisions of the Other First Lien Agreements governing such Series; THIRD, and, if such moneys shall be insufficient to pay such amounts the payment in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over Obligations under (and as defined in) a Second Lien Credit Agreement (if any) and any other) to Other Second Lien Obligations (as defined in the Security Agreement (as defined in such Secured Parties Second Lien Credit Agreement)), in proportion each case, in accordance with the terms thereof and the terms of a Permitted Junior Intercreditor Agreement; and FOURTH, to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdPledgors, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct; provided that in no event shall the proceeds of any amount collection or sale of any Specified Excluded Collateral be applied to Cash Collateralize any L/C Obligations that has not been applied the relevant Series of Secured Obligations. The Collateral Agent shall have absolute discretion as to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration application of all any such Letters proceeds, moneys or balances in accordance with this Agreement. Upon the request of Credit the Collateral Agent prior to any distribution under this Section 4.02, each Authorized Representative shall provide to the Collateral Agent certificates, in form and substance reasonably satisfactory to the Collateral Agent, setting forth the respective amounts referred to in this Section 4.02 that each applicable Secured Party or its Authorized Representative believes it is entitled to receive, and the Collateral Agent shall be applied fully entitled to rely on such certificates. Upon any sale of Collateral by the Administrative Collateral Agent in (including pursuant to a power of sale granted by statute or under a judicial proceeding), the order specified in clauses (i) through (iii) above. Notwithstanding receipt of the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in purchase money by the Commodity Exchange Act) Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be applied obligated to its Obligations that are Excluded Swap Obligationssee to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject In addition to any other rights, options and remedies Lender has under the terms Loan Documents, the UCC, at law or in equity, all dividends, interest, rents, issues, profits, fees, revenues, income and other proceeds collected or received from collecting, holding, managing, renting, selling, or otherwise disposing of all or any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount received by the Administrative Agent or part of the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event proceeds thereof upon exercise of Default with respect to the Borrower under Section 11.4 its remedies hereunder shall be applied: applied in the following order of priority: (i) first, to the payment of all reasonable and documented costs and expenses incurred by of such collection, storage, lease, holding, operation, management, sale, disposition or delivery and of conducting Borrower's business and of maintenance, repairs, replacements, alterations, additions and improvements of or to the Administrative Agent Collateral, and to the payment of all sums which Lender may be required or the Collateral Agent in connection with any collection or sale of may elect to pay, if any, for taxes, assessments, insurance and other charges upon the Collateral or otherwise any part thereof, and all other payments that Lender may be required or authorized to make under any provision of this Agreement (including, without limitation, in connection with any Credit Documenteach such case, including all court costs in-house documentation and the reasonable diligence fees and legal expenses, search, audit, recording, professional and filing fees and expenses of its agents and legal counselreasonable attorneys' fees and all expenses, the repayment of all liabilities and advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; therewith); (ii) second, to the Secured Parties, an amount (x) equal to payment of all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligationsas provided herein; and (iii) third, to the satisfaction of Indebtedness secured by any subordinate security interest of record in the Collateral if written notification of demand therefor is received before distribution of the proceeds is completed, provided, that, if requested by Lender, the holder of a subordinate security interest shall furnish reasonable proof of its interest, and unless it does so, Lender need not address its claims; and (iv) fourth, to the payment of any surplus then remaining shall be paid to the applicable Credit Parties Borrower, unless otherwise provided by law or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as directed by a court of competent jurisdiction may direct; jurisdiction, provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by liable for any deficiency if such proceeds are insufficient to satisfy the Administrative Agent Obligations or any of the other items referred to in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationsthis section.

Application of Proceeds. Subject Mortgagee shall, subject to the terms Intercreditor Agreements, promptly apply the proceeds, moneys or balances of any First Lien Intercreditor Agreement and collection or sale of Mortgaged Property realized through the exercise by Mortgagee of its remedies hereunder, as well as any Second Lien Intercreditor AgreementMortgaged Property consisting of cash at any time when remedies are being exercised hereunder, any amount received as follows, unless otherwise required by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be appliedapplicable law: (ia) firstFIRST, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent Mortgagee in connection with any such collection or sale of the Collateral or otherwise in connection with this Mortgage, any Credit DocumentLoan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent Mortgagee hereunder or under any other Credit Loan Document on behalf of any Credit Party Mortgagor, and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunderLoan Document; (iib) secondSECOND, to the payment in full of the Obligations secured by the Mortgaged Property (the amounts so applied to be distributed among the Secured Parties, an amount (x) equal to all Parties pro rata based on the respective amounts of such Obligations owing owed to them on the date of any such distribution and (y) sufficient to Cash Collateralize all L/C Obligations on or in accordance with such other method of distribution as may be set forth in the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C ObligationsFirst Lien Intercreditor Agreement)); and (iiic) thirdTHIRD, any surplus then remaining shall be paid to the applicable Credit Parties or their Mortgagor, its successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct; provided that any amount applied . Mortgagee shall have absolute discretion as to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration application of all any such Letters proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of Credit Mortgaged Property by Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by Mortgagee or of the officer making the sale shall be applied by a sufficient discharge to the Administrative Agent in purchaser or purchasers of the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) Mortgaged Property so sold and such purchaser or purchasers shall not be applied obligated to its Obligations that are Excluded Swap Obligationssee to the application of any part of the purchase money paid over to Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject The Lenders, the Administrative Agent and the Collateral Agent agree, as among such parties, as follows: subject to the terms of any First Lien Intercreditor Agreement and any Second Lien the ABL/Term Loan Intercreditor Agreement, any amount after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent, any Lender or any L/C Issuer on account of amounts then due and outstanding under any of the Credit Documents or under any Secured Hedging Arrangement or Secured Cash Management Agreement shall, except as otherwise expressly provided herein, be applied as follows, in each case until such item is paid in full: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) and indemnities due and owing under the Credit Documents of the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect including to pay to the Borrower under Section 11.4 shall be applied: (i) firstCollateral Agent any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay any fees then due to any Agent under the payment Credit Documents, third, to pay interest on Agent Advances, fourth, to pay the principal of Agent Advances then outstanding, fifth, to pay all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, (including all court costs and the reasonable attorneys’ fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable provided herein) due and owing hereunder or thereunder; (ii) secondof each of the Lenders and each of the L/C Issuer, sixth, to pay any fees then due to any of the Secured PartiesLenders and each of the L/C Issuers under the Credit Documents, an amount seventh, to pay interest accrued in respect of Swing Line Loans, eighth, to pay the principal of all Swing Line Loans then outstanding, ninth, to pay (xon a ratable basis) equal to all Obligations owing to them on interest accrued in respect of (A) the date of any distribution Revolving Loans then outstanding and (yB) sufficient any Unreimbursed Amount then outstanding, tenth, to Cash Collateralize all pay (on a ratable basis) (A) the principal of Revolving Loans then outstanding and any Unreimbursed Amount then outstanding, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all applicable L/C Obligations, then ratably Issuer and (without priority of B) any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings outstanding obligations payable under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through Designated Cash Management Agreements, up to the amount of Designated Cash Management Reserves then in effect with respect thereto, and (iiiii) Designated Hedging Agreements, up to the amount of Designated Hedging Reserves then in effect with respect thereto, eleventh, to pay (ratably) (A) Hedge Obligations and (B) Cash Management Obligations, in each case with any Lender Counterparty (other than pursuant to any Designated Cash Management Agreements or Designated Hedging Agreements, but including any amounts not paid pursuant to clause “tenth”(B)(i) above. Notwithstanding ) permitted hereunder and secured by the Credit Documents (notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) Credit Party shall not be applied to its Obligations that are any Excluded Swap ObligationsObligation of such Credit Party), twelfth, to pay other Obligations then due and owing, and thirteenth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause “tenth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in such clause “tenth”. To the extent any amounts available for distribution pursuant to “ninth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Lenders and L/C Issuers based on their respective Pro Rata Shares. To the extent any amounts available for distribution pursuant to clause (A) of clause “tenth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Lenders and L/C Issuers based on their respective Pro Rata Shares.

Application of Proceeds. Subject (a) If any Collateral is sold or otherwise realized upon by the Collateral Trustee in connection with any foreclosure, collection or other enforcement of Liens granted to the terms of any First Collateral Trustee pursuant to the Parity Lien Intercreditor Agreement and any Second Lien Intercreditor AgreementSecurity Documents, any amount the proceeds received by the Administrative Agent Collateral Trustee from such foreclosure, collection or other enforcement will be distributed by the Collateral Agent from any Credit Party (or from proceeds Trustee in the following order of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstapplication: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable and documented legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent Collateral Trustee or the Collateral Agent in connection with any collection co-trustee or sale agent of the Collateral or otherwise Trustee in connection with with, and pursuant to the terms of, any Credit Parity Lien Security Document; SECOND, including all court costs to the Notes Trustee and each other Parity Lien Representative (if any) for application to the reasonable fees and expenses of its agents and legal counsel, the repayment payment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any outstanding Notes and other Credit Document on behalf of any Credit Party Parity Lien Debt and any other reasonable Parity Lien Obligations that are then due and documented costs or expenses incurred payable in connection with such order as may be provided in the exercise applicable Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Notes and other Parity Lien Debt and all other Parity Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any right Insolvency or remedy hereunder Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the applicable Parity Lien Documents, even if such interest is not enforceable, allowable or under any other Credit Document to allowed as a claim in such proceeding, and including the extent reimbursable hereunder discharge or thereunder; cash collateralization (at the lower of (i) 105% of the aggregate undrawn amount and (ii) second, to the Secured Parties, an percentage of the aggregate undrawn amount (xrequired for release of Liens under the terms of the applicable Parity Lien Document) equal to of all Obligations owing to them on the date outstanding letters of any distribution credit constituting Parity Lien Debt); and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdTHIRD, any surplus then remaining shall after the payment in full in cash of the amounts described in the preceding clauses will be paid to the Company or the applicable Credit Parties Grantor, as the case may be, or their its successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may direct; . At any time when the Intercreditor Agreement is in effect, the foregoing order of application shall be in all respects subject to the provisions of the Intercreditor Agreement. (b) This Section 3.4 is intended for the benefit of, and will be enforceable as a third party beneficiary by, (i) each present and future holder of Parity Lien Obligations, (ii) each present and future Parity Lien Representative, (iii) the Collateral Trustee as holder of Liens pursuant to the Parity Lien Security Documents, (iv) each present and future holder of Priority Lien Debt and (v) solely in the case of clause THIRD above, the Grantors. The Parity Lien Representative of each future Series of Parity Lien Debt will be required to deliver a Collateral Trust Joinder including a Lien Sharing and Priority Confirmation to the Collateral Trustee, the Notes Trustee and each other then existing Parity Lien Representative as provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit in Section 3.8 at the time of expiration incurrence of all such Letters Series of Credit shall be applied Parity Lien Debt. (c) In connection with the application of proceeds pursuant to Section 3.4(a), except as otherwise directed by an Act of Required Debtholders, the Administrative Agent in Collateral Trustee may sell any non-cash proceeds for cash prior to the order specified in clauses (i) through (iii) above. Notwithstanding application of the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationsproceeds thereof.

Application of Proceeds. Subject The Collateral Agent shall, subject to the terms Intercreditor Agreements, promptly apply the proceeds, moneys or balances of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount received collection or sale of Collateral realized through the exercise by the Administrative Agent or the Collateral Agent from of its remedies hereunder, as well as any Credit Party (or from proceeds Collateral consisting of cash at any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firsttime when remedies are being exercised hereunder, as follows: FIRST, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any such collection or sale of the Collateral or otherwise in connection with any Credit Agreement Document, any Notes Indenture Document, any Other First Lien Agreement or any of the Secured Obligations secured by such Collateral, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Agreement Document, any Notes Indenture Document or any Other First Lien Agreement on behalf of any Credit Party and Pledgor, any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Agreement Document, any other Notes Indenture Document or any Other First Lien Agreement, and all other fees, indemnities and other amounts owing or reimbursable to the extent reimbursable hereunder Collateral Agent under any Credit Agreement Document, any Notes Indenture Document or thereunder; (ii) secondany Other First Lien Agreement in its capacity as such; SECOND, to the payment in full of the Secured Obligations secured by such Collateral (the amounts so applied to be distributed between the Credit Agreement Secured Parties, an amount (x) equal to all the Notes Secured Parties and any Other First Lien Secured Parties pro rata based on the respective amounts of such Secured Obligations owing owed to them on the date of any such distribution and (y) sufficient or in accordance with such other method of distribution as may be set forth in any applicable Intercreditor Agreement), with the portion thereof distributed to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Credit Agreement Secured Parties to be further distributed in proportion accordance with the order of priority set forth in Section 7.02 of the Credit Agreement; and THIRD, to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdPledgors, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct; provided that in no event shall (i) the proceeds of any amount collection or sale of any Notes Excluded Collateral be applied to Cash Collateralize the Notes Obligations nor (ii) the proceeds of any L/C Obligations that has not been collection or sale of any Specified Excluded Collateral be applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters relevant Series of Credit at Secured Obligations. The Collateral Agent shall have absolute discretion as to the time of expiration application of all any such Letters proceeds, moneys or balances in accordance with this Agreement. Upon the request of Credit the Collateral Agent prior to any distribution under this Section 4.02, each Authorized Representative shall provide to the Collateral Agent certificates, in form and substance reasonably satisfactory to the Collateral Agent, setting forth the respective amounts referred to in this Section 4.02 that each applicable Secured Party or its Authorized Representative believes it is entitled to receive, and the Collateral Agent shall be applied fully entitled to rely on such certificates. Upon any sale of Collateral by the Administrative Collateral Agent in (including pursuant to a power of sale granted by statute or under a judicial proceeding), the order specified in clauses (i) through (iii) above. Notwithstanding receipt of the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in purchase money by the Commodity Exchange Act) Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be applied obligated to its Obligations that are Excluded Swap Obligationssee to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject The Agent, after deduction of any costs of collection, as provided in Section 8.5, shall remit to each Lender (to the terms extent a Lender is to share therein and subject to the provisions of any First Lien Intercreditor Agreement Section 2.10(f)) that Lender’s pro rata share of all payments of principal, interest, premiums and any Second Lien Intercreditor Agreementfees payable hereunder in accordance with such Lender’s appropriate Percentage. Each Lender’s interest under the Loan Documents shall be payable solely from payments, any amount collections and proceeds actually received by the Administrative Agent or under the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of Loan Documents; and the Obligations under this Agreement or any Event of Default Agent’s only liability to a Lender with respect to the Borrower under Section 11.4 any such payments, collections and proceeds shall be applied: (i) firstto account for such Lender’s Percentage of such payments, collections and proceeds in accordance with this Agreement. If the Agent is required for any reason to refund any such payments, collections or proceeds, each Lender will refund to the payment Agent, upon demand, its Percentage of all reasonable and documented costs and expenses incurred such payments, collections or proceeds, together with its Percentage, or share, as applicable, of interest or penalties, if any, payable by the Administrative Agent or the Collateral Agent in connection with such refund. If any collection Lender has wrongfully refused to fund its Percentage of any Loans, or sale if the outstanding principal balance of the Collateral or otherwise in connection with Loans made by any Credit Document, including Lender is for any other reason less than its respective Percentage of the aggregate principal balance of all court costs and the reasonable fees and expenses of its agents and legal counselLoans, the repayment of all advances made Agent may remit payments received by it to the other Lenders until such payments have reduced the aggregate amounts owed by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document Borrowers to the extent reimbursable that the aggregate amount of the Loans owing to such Lender hereunder or thereunder; (ii) second, to the Secured Parties, an amount (x) are equal to all Obligations its Percentage of the aggregate amounts of the Loans owing to them on all of the date Lenders hereunder. The foregoing provision is intended only to set forth certain rules for the application of any distribution payments, proceeds and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent collections in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor event that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) a Lender has breached its obligations hereunder and shall not be applied deemed to its Obligations that are Excluded Swap Obligationsexcuse any Lender from such obligations.

Application of Proceeds. Subject (a) The Collateral Agent shall promptly apply the proceeds, moneys or balances of any collection or sale of Collateral, as well as any Collateral consisting of cash, in the following order of priority, subject to the terms of the ABL/Term Loan Intercreditor Agreement: first, to, ratably, pay any fees, indemnities, or expense reimbursements then due to the Agents, including all amounts due to the Agents under Section 10.5 of the Credit Agreement, second, ratably in accordance with the amounts owed under this clause second, to pay any fees other than the Exit Fee or expense reimbursements then due to the Lenders from the Borrower, third, ratably, to pay interest and the Exit Fee due and payable in respect of the Loans and any other Obligations, fourth, ratably, to payment of that portion of the Obligations constituting unpaid principal of the Loans, fifth, to the payment of any other Obligation due to the Agents or any other Secured Party; and sixth, after payment in full in cash of the amounts specified in clauses first through fifth, subject to the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement Agreements or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstother Collateral Document, to pay the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, andsurplus, if such moneys shall be insufficient any to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever whomever may be lawfully entitled to receive such surplus. (b) If any payment to any Secured Party pursuant to this Section 4.02 of its pro rata share of any distribution would result in overpayment to such Secured Party, such excess amount shall instead be distributed in respect of the same unpaid Obligations of the other Secured Parties, with each Secured Party whose Obligations have not been paid in full to receive an amount equal to such excess amount multiplied by a fraction the numerator of which is the unpaid Obligations of such Secured Party and the denominator of which is the unpaid Obligations of all Secured Parties entitled to such distribution. (c) All payments required to be made hereunder shall be made to the Administrative Agent for the account of such Secured Parties or as the Administrative Agent may otherwise direct in accordance with the Credit Documents. (d) [Reserved]. (e) Subject to the other limitations (if any) set forth herein and in the other Credit Documents, it is understood that the Credit Parties shall remain liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Obligations of the Credit Parties. (f) It is understood and agreed by each Credit Party that the Collateral Agent shall have no liability for any determinations made by it in this Section 4.02 except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its own or its Related Party’s gross negligence or willful misconduct. Each Credit Party also agrees that the Collateral Agent may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) but shall not be applied required to), at any time and in its sole discretion, and with no liability resulting therefrom, petition a court of competent jurisdiction regarding any application of Collateral in accordance with the requirements hereof and of any Intercreditor Agreement, and the Collateral Agent shall be entitled to its Obligations that are Excluded Swap Obligationswait for, and may conclusively rely on, any such determination.

Application of Proceeds. Subject to (a) Regardless of any Insolvency or Liquidation Proceeding which has been commenced by or against any Loan Party, any Collateral or any proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral and proceeds thereof shall be applied in the following order upon the occurrence and during the continuation of a Remedy Event (it being agreed that the Collateral Trustee shall apply such amounts in the following order as promptly as is reasonably practicable after the receipt thereof; provided that such amounts shall not be so applied until such time as the amount of the Obligations has been determined in accordance with the terms hereof and under the terms of any First Lien Intercreditor Agreement the relevant Financing Document, including and any Second Lien Intercreditor Agreementsubject to Sections 4.4 and 4.5 below): first, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firston a pro rata basis, to the payment of all reasonable amounts owing to the Agents (in their respective capacities as agents) and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale fees owing to letter of credit issuing banks under a Secured Credit Facility under any of the Collateral Financing Documents (including indemnification obligations thereunder); second, on a pro rata basis to any Secured Party which has theretofore advanced or otherwise in connection with paid any Credit Documentfees to any Agent, including all court costs and other than any amounts covered by priority first, an amount equal to the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made amount thereof so advanced or paid by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit such Secured Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) secondfor which such Secured Party has not been previously reimbursed; third, on a pro rata basis, to the payment of, without duplication, (a) any Interest Expense and all principal and other amounts then due and payable in respect of the Obligations under the Credit Agreement, (b) the payment of all Termination Payments then due and payable to any Interest Rate Hedge Bank under any Secured PartiesInterest Rate Hedge (including any Interest Expense due and payable in respect thereof), an (c) the payment of all Termination Payments then due and payable to any Eligible Commodity Hedging Counterparty under any Secured Commodity Hedge (including any Interest Expense due and payable in respect thereof), (d) any Interest Expense and all principal and other amounts then due and payable in respect of the Obligations under any Secured Treasury Services Agreement and any Secured Credit Facility (including cash collateralization (at the lower of (1) 103% of the aggregate undrawn amount of such letters of credit and (x2) equal the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Secured Credit Facility) of all outstanding letters of credit constituting Obligations) and (e) all other Obligations due to any Secured Party; fourth, on a pro rata basis, to the payment of, without duplication, all other Obligations owing to them on any Secured Party, but not yet due and payable; and last, the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, andbalance, if such moneys shall be insufficient to pay such amounts any, after all of the Obligations have been paid in full and Cash Collateralize all L/C Obligationsin cash, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Loan Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as otherwise required by a court of competent jurisdiction may direct; provided that any amount applied jurisdiction. In connection with the application of proceeds pursuant to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied Section 4.1(a), except as otherwise directed by the Administrative Agent in Required Secured Parties, the order specified in clauses (i) through (iii) above. Notwithstanding Collateral Trustee may sell any non-cash proceeds for cash prior to the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in application of the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationsproceeds thereof.

Application of Proceeds. Subject to the terms of any the First Lien Intercreditor Agreement and any the Second Lien Intercreditor Agreement, in each case, if executed, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 11.5 shall be applied: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C ObligationsLetters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C ObligationsLetters of Credit Outstanding; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations Letters of Credit Outstanding that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2 and until all Obligations of the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor AgreementLoan Parties have been paid in full, any amount and all proceeds received by the Administrative Agent or from the Collateral Agent from any Credit Party (or from proceeds exercise of any Collateral) following any acceleration of other remedy by the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 Administrative Agent, shall be appliedapplied as follows: (i) first, to reimburse the payment of all Administrative Agent and the Lenders for out-of-pocket costs, expenses and disbursements, including reasonable attorneys’ and documented costs paralegals’ fees and expenses legal expenses, incurred by the Administrative Agent or the Collateral Agent Lenders in connection with collection of any collection or sale Obligations of any of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or Loan Parties under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunderLoan Documents; (ii) second, to the Secured Parties, an amount (x) equal to repayment of all Obligations owing then due and unpaid of the Loan Parties to them on the date Lenders or their Affiliates incurred under this Agreement or any of the other Loan Documents or agreements evidencing any distribution Lender Provided Interest Rate Hedge, whether of principal, interest, fees, expenses or otherwise and (y) sufficient to Cash Collateralize all L/C Obligations on cash collateralize the date Letter of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Credit Obligations, then ratably (without priority of any one over any other) to such Secured Parties among the Lenders and their Affiliates in proportion to the unpaid respective amounts thereof and payable to Cash Collateralize the L/C them with respect to such Obligations; and (iii) thirdthe balance, if any, as required by Law. Notwithstanding anything to the contrary in this Section 9.2.5, no Swap Obligations of any surplus then remaining Non-Qualifying Party shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, with amounts received from any Guarantor such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s assets if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that is not an “to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of assets from other Loan Parties that are Eligible Contract Participant” (as defined Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationsthis Section 9.2.5.

Application of Proceeds. Subject The Collateral Agent shall, subject to the terms of any First Lien/Second Lien Intercreditor Agreement and any Second Lien other applicable Intercreditor Agreement, promptly apply the proceeds, moneys or balances of any amount received collection or sale of Collateral realized through the exercise by the Administrative Agent or the Collateral Agent from of its remedies hereunder, as well as any Credit Party (or from proceeds Collateral consisting of cash at any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firsttime when remedies are being exercised hereunder, as follows: FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any such collection or sale of the Collateral or otherwise in connection with any Credit Notes Indenture Document, any Other Second Lien Agreement or any of the Secured Obligations secured by such Collateral, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Notes Indenture Document or any Other Second Lien Agreement on behalf of any Credit Party and Pledgor, any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Notes Indenture Document or any Other Second Lien Agreement, and all other fees, indemnities and other amounts owing or reimbursable to the extent reimbursable hereunder Collateral Agent under any Notes Indenture Document or thereunder; (ii) secondany Other Second Lien Agreement in its capacity as such; SECOND, to the payment in full of the Secured Parties, an amount Obligations secured by such Collateral (x) equal the amounts so applied to all be distributed between the Notes Secured Parties and any Other Second Lien Secured Parties pro rata based on the respective amounts of such Secured Obligations owing owed to them on the date of any such distribution (or in accordance with such other method of distribution as may be set forth in any applicable Intercreditor Agreement)), with (x) the portion thereof distributed to the Notes Secured Parties to be further distributed in accordance with the order of priority set forth in Section 6.10 of the Notes Indenture and (y) sufficient the portion thereof distributed to Cash Collateralize all L/C Obligations on the date Secured Parties of any distributionother Series to be further distributed in accordance with the applicable provisions of the Other Second Lien Agreements governing such Series; and THIRD, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdPledgors, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct; provided provided, that in no event shall the proceeds of any amount collection or sale of any Specified Excluded Collateral be applied to Cash Collateralize the relevant Series of Secured Obligations under any L/C Obligations Other Second Lien Agreement that has is not been applied secured by such Specified Excluded Collateral. The Collateral Agent shall have absolute discretion as to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration application of all any such Letters proceeds, moneys or balances in accordance with this Agreement. Upon the request of Credit the Collateral Agent prior to any distribution under this Section 4.02, each Authorized Representative shall provide to the Collateral Agent certificates, in form and substance reasonably satisfactory to the Collateral Agent, setting forth the respective amounts referred to in this Section 4.02 that each applicable Secured Party or its Authorized Representative believes it is entitled to receive, and the Collateral Agent shall be applied fully entitled to rely on such certificates. Upon any sale of Collateral by the Administrative Collateral Agent in (including pursuant to a power of sale granted by statute or under a judicial proceeding), the order specified in clauses (i) through (iii) above. Notwithstanding receipt of the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in purchase money by the Commodity Exchange Act) Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be applied obligated to its Obligations that are Excluded Swap Obligationssee to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to Upon or following the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the maturity of the Obligations under this Agreement and the exercise of remedies with respect to any Collateral, or any an Event of Default under Section 11.5 with respect to the Borrower under Section 11.4 shall or anythe Parent Guarantor, the proceeds of any collection or sale of the Collateral as well as any Collateral consisting of cash, or other amounts received in respect of the Obligations may, if not otherwise applied to preserve the value of the Collateral, be appliedapplied by the Administrative Agent at any time after receipt as follows: (ia) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any such collection or sale of the Collateral or otherwise in connection with the Credit Documents or any Credit Documentof the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document and the payment of all reimbursement and indemnification obligations or claims owing to the extent reimbursable Agents, the Letter of Credit Issuers and the Related Parties of the Agents and the Letter of Credit Issuers hereunder or thereunderunder any other Credit Document; (iib) second, to the payment in full of the Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent and the Letter of Credit Issuer pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any distribution); (c) third, to the Secured Parties, an amount (x) equal to all Obligations (including Obligations to cash collateralize outstanding Letters of Credit) owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligationsfull, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligationsthereof; and (iiid) thirdfourth, any surplus then remaining shall be paid to the applicable Credit Parties Grantors or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. Subject to The Administrative Agent shall promptly apply the terms proceeds, moneys or balances of any First Lien Intercreditor Agreement and collection or sale of Collateral, as well as any Second Lien Intercreditor AgreementCollateral consisting of cash, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstas follows: FIRST, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any such collection or sale of the Collateral or otherwise in connection with this Agreement, any Credit Documentother Loan Document or any of the Obligations, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document on behalf of any Credit Party and Pledgor, any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document Loan Document, and all other fees, indemnities and other amounts owing or reimbursable to the extent reimbursable hereunder or thereunder; Administrative Agent under any Loan Document in its capacity as such; SECOND, to payment of all fees, indemnities and other amounts (iiother than principal and interest) secondpayable to the Issuing Bank in capacity as such and of any amount required to be paid to the Issuing Bank by any ABL Facility Lender pursuant to Section 2.05(e) and (h) of the Credit Agreement and not paid by such ABL Facility Lender (which shall be payable to the Administrative Agent if the Administrative Agent advanced such payment to the Issuing Bank in anticipation of such payment by such ABL Facility Lender and otherwise, to the Issuing Bank); THIRD, to the payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties, an amount (x) equal to all Parties pro rata in accordance with the respective amounts of the Obligations owing owed to them on the date of any distribution such distribution, which in the case of Letters of Credit, shall be paid by deposit in an account with the Administrative Agent, in the name of the Administrative Agent and (y) sufficient for the benefit of the Issuing Bank and the Lenders, an amount in cash in U.S. Dollars equal to Cash Collateralize all the aggregate Revolving L/C Obligations on the Exposure as of such date of plus any distributionaccrued and unpaid interest thereon); and FOURTH, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdBorrower, any surplus then remaining shall be paid to the applicable Credit Parties or their its successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct; provided that any amount applied . The Administrative Agent shall have absolute discretion as to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration application of all any such Letters proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Credit shall be applied Collateral by the Administrative Agent in (including pursuant to a power of sale granted by statute or under a judicial proceeding), the order specified in clauses (i) through (iii) above. Notwithstanding receipt of the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in purchase money by the Commodity Exchange Act) Administrative Agent or of the officer making the sale shall be a sufficient discharge to the 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 any way for the misapplication thereof. If, after receipt of any payment which is applied to its the payment of all or any part of any Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set-off, or a diversion of trust funds, or for any other reason, then the Obligations that are Excluded Swap Obligationsor part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrower shall be liable to pay to the Administrative Agent and the Lenders, and shall indemnify the Administrative Agent and the Lenders and holds the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this paragraph shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this paragraph shall survive the termination of this Agreement.

Application of Proceeds. Subject (a) All moneys collected by the Collateral Agent upon any sale or other disposition of any Collateral (other than Excluded Existing Senior Subordinated Secured Notes Collateral) pursuant to the enforcement of this Agreement or the exercise of any of the remedial provisions hereof (or, if any other Security Document requires proceeds of "collateral" thereunder (other than Excluded Collateral) to be applied in accordance with the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor this Agreement, any amount by such other "collateral agent" thereunder pursuant to the enforcement of such Security Document or the exercise of the remedial provisions thereof), together with all other moneys received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder (or such other "collateral agent" under such other Security Documents) as a result of any such enforcement or the exercise of any such remedial provisions (other than with respect to Excluded Collateral) or as a result of any distribution of any Collateral (or "collateral" under any other Security Document, as the case may be) (in each case, other than Excluded Collateral) upon the bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of the obligations and indebtedness of any Credit Document on behalf Party, or the application of any Collateral (or "collateral" under any other Security Document, as the case may be) (in each case, other than Excluded Collateral) to the payment thereof or any distribution of Collateral (or "collateral" under any other Security Document, as the case may be) (in each case, other than Excluded Collateral) upon the liquidation or dissolution of any Credit Party, or the winding up of the assets or business of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document Mortgage Policies (to the extent reimbursable hereunder or thereunder; (ii) secondsame does not constitute Excluded Collateral), to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.follows:

Application of Proceeds. Subject The Collateral Agent shall, subject to the terms of any First Lien Intercreditor Agreement and any Second Lien applicable Intercreditor Agreement, promptly apply the proceeds, moneys or balances of any amount received collection or sale of Collateral realized through the exercise by the Administrative Agent or the Collateral Agent from of its remedies hereunder, as well as any Credit Party (or from proceeds Collateral consisting of cash at any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firsttime when remedies are being exercised hereunder, as follows: FIRST, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any such collection or sale of the Collateral or otherwise in connection with any Credit Agreement Document, any Other First Lien Agreement or any of the Secured Obligations secured by such Collateral, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Agreement Document or any Other First Lien Agreement on behalf of any Credit Party and Pledgor, any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Agreement Document or any Other First Lien Agreement, and all other fees, indemnities and other amounts owing or reimbursable to the extent reimbursable hereunder Collateral Agent under any Credit Agreement Document or thereunder; (ii) secondany Other First Lien Agreement in its capacity as such; SECOND, to the payment in full of the Secured Parties, an amount Obligations secured by such Collateral (x) equal the amounts so applied to all be distributed between the Credit Agreement Secured Parties and any Other First Lien Secured Parties pro rata based on the respective amounts of such Secured Obligations owing owed to them on the date of any such distribution (or in accordance with such other method of distribution as may be set forth in any applicable Intercreditor Agreement), with (x) the portion thereof distributed to the Credit Agreement Secured Parties to be further distributed in accordance with the order of priority set forth in Section 7.02 of the Credit Agreement and (y) sufficient the portion thereof distributed to Cash Collateralize all L/C Obligations on the date Secured Parties of any distributionother Series to be further distributed in accordance with the applicable provisions of the Other First Lien Agreements governing such Series; and THIRD, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdPledgors, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct; provided that in no event shall the proceeds of any amount collection or sale of any Specified Excluded Collateral be applied to Cash Collateralize the relevant Series of Secured Obligations under any L/C Obligations Other First Lien Agreement that has is not been applied secured by such Specified Excluded Collateral. The Collateral Agent shall have absolute discretion as to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration application of all any such Letters proceeds, moneys or balances in accordance with this Agreement. Upon the request of Credit the Collateral Agent prior to any distribution under this Section 4.02, each Authorized Representative shall provide to the Collateral Agent certificates, in form and substance reasonably satisfactory to the Collateral Agent, setting forth the respective amounts referred to in this Section 4.02 that each applicable Secured Party or its Authorized Representative believes it is entitled to receive, and the Collateral Agent shall be applied fully entitled to rely on such certificates. Upon any sale of Collateral by the Administrative Collateral Agent in (including pursuant to a power of sale granted by statute or under a judicial proceeding), the order specified in clauses (i) through (iii) above. Notwithstanding receipt of the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in purchase money by the Commodity Exchange Act) Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be applied obligated to its Obligations that are Excluded Swap Obligationssee to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. (a) Subject to Sections 5.01(b), 5.04 and 5.05, all amounts deposited in the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 Class A Enforcement Account shall be applied: (i) firstapplied in the following order of priority: FIRST, to the payment of the Collateral Agent's fees and all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent (in its capacity as such hereunder or any other Class A Security Document) in connection with any collection Class A Security Document or sale any of the Collateral or otherwise in connection with any Credit DocumentClass A Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, including costs associated with the registration and perfection of the security interests in the Class A Collateral, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Class A Security Document on behalf of any Credit Party Grantor and any other reasonable costs and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) secondClass A Security Document; SECOND, to the Class A Secured Parties, an amount (x) equal to all Parties pro rata in accordance with the aggregate amounts of the Class A Obligations owing to them outstanding on the date of any such distribution (whether or not due and (y) sufficient to Cash Collateralize all L/C Obligations on payable); and THIRD, the date of any distribution, andbalance, if any, to the Company or its successors and assigns, or such moneys other Person or Persons as shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligationsentitled thereto, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct; provided that any amount applied . (b) Subject to Cash Collateralize any L/C Obligations that has not been applied to reimburse Sections 5.01(b), 5.04 and 5.05, all amounts deposited in the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit Class B Enforcement Account shall be applied in the following order of priority: FIRST, to the payment of the Collateral Agent's fees and all costs and expenses incurred by the Administrative Collateral Agent (in its capacity as such hereunder or any other Class B Security Document) in connection with any Class B Security Document or any of the Class B Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, including costs associated with the registration and perfection of the security interests in the order specified Class B Collateral, the repayment of all advances made by the Collateral Agent under any Class B Security Document on behalf of any Grantor and any other costs and expenses incurred in clauses connection with the exercise of any right or remedy hereunder or under any other Class B Security Document; SECOND, to the Class B Secured Parties pro rata in accordance with the aggregate amounts of the Class B Obligations outstanding on the date of any such distribution (i) through (iii) above. Notwithstanding whether or not due and payable); and THIRD, the foregoingbalance, amounts received from any Guarantor that is not an “Eligible Contract Participant” (if any, to the Company or its successors and assigns, or such other Person or Persons as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationsentitled thereto, or as a court of competent jurisdiction may otherwise direct.

Application of Proceeds. Subject to (a) Upon the terms occurrence and during the continuance of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreementan Event of Default, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following sale of, or other realization upon, all or any acceleration part of the Obligations under this Agreement or Collateral and any Event of Default with respect to cash held in the Borrower under Section 11.4 Cash Concentration Account shall be applied: (i) applied by Lender in the following order of priorities: first, to the payment of the expenses of such sale or other realization including reasonable compensation to agents and counsel for Lender, and all reasonable expenses, liabilities and documented costs and expenses advances incurred or made by the Administrative Agent or the Collateral Agent Lender in connection with therewith, and any collection or sale of other unreimbursed expenses for which Lender is to be reimbursed pursuant to the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder Loan Agreement or under any other Credit Mezzanine Loan Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with unpaid fees owing to Lender under the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) Loan Agreement; second, to the Secured Parties, an amount (x) equal to all Obligations owing to them ratable payment of accrued but unpaid interest on the date Loan and all fees due and payable under the Loan Agreement and any of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distributionMezzanine Loan Documents in accordance with their terms; third, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the ratable payment of unpaid amounts thereof and to Cash Collateralize principal of the L/C ObligationsLoan; and (iii) thirdfourth, any surplus then remaining shall be paid to the applicable Credit Parties ratable payment of all other amounts payable under the Loan Agreement and the other Mezzanine Loan Documents; and finally, to payment to the Borrower or their its successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may direct; provided that , of any surplus then remaining from such proceeds. The Lender may make distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof. (b) In making the determination and allocations required by this Section, Lender may rely upon information supplied by the Senior Lender as to the amounts of the Secured Obligations held by them, and Lender shall have no liability to Senior Lender for actions taken in reliance on such information. All distributions made by Lender pursuant to this Section shall be final and Lender shall have no duty to inquire as to the application by the Lenders of any amount applied distributed to Cash Collateralize them. (c) If, through the operation of any L/C Obligations bankruptcy, reorganization, insolvency or other laws or otherwise, the security interests are enforced with respect to some, but not all, of the Secured Obligations, Lender shall nonetheless apply the proceeds to all the Secured Obligations, in the proportions and subject to the priorities specified in this Section. To the extent that has not been applied Lender distributes proceeds collected with respect to reimburse one Secured Obligation to or on behalf of the Borrower for Unpaid Drawings under holder of another Secured Obligation, the applicable Letters holder of Credit at the time of expiration of all such Letters of Credit former Secured Obligation shall be applied deemed to have purchased a participation in the latter Secured Obligation, or shall be subrogated to the rights of the holder thereof to receive any subsequent payments and distributions made with respect to the portion thereof paid or to be paid by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationsapplication of such proceeds.

Application of Proceeds. Subject to the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C ObligationsLetters of Credit Outstanding, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C ObligationsLetters of Credit Outstanding; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations Letters of Credit Outstanding that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. Subject to (a) The Collateral Trustee will apply the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) collection, sale, foreclosure or other realization upon any Collateral and the proceeds of any title insurance policy required under any Priority Lien Document or Parity Lien Document in the following any acceleration order of the Obligations under this Agreement or any Event application and pursuant to wiring instructions as specified in an Act of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstInstructing Debtholders: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee's direct or indirect fees and any reasonable and documented legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent Collateral Trustee or the Collateral Agent any co-trustee or agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Security Document; SECOND, including all court costs and the reasonable fees and expenses of its agents and legal counsel, to the repayment of all advances made Indebtedness or other Obligations, other than Secured Debt, secured by the Administrative Agent or a Permitted Prior Lien on the Collateral Agent hereunder sold or under any other Credit Document on behalf realized upon; THIRD, to the respective Priority Debt Representatives for application to the payment of any Credit Party all outstanding Priority Lien Debt and any other reasonable Priority Lien Obligations (including, without duplication, the payment of Permitted Secured Hedge Amounts then due and documented costs or expenses incurred payable to any Commodity Hedge Counterparty under any Secured Commodity Hedge and Power Sales Agreement secured by a Priority Lien) that are then due and payable in connection with such order as may be provided in the exercise Priority Lien Documents in an amount sufficient to pay in full in cash all outstanding Priority Lien Debt and all other Priority Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any right bankruptcy, Insolvency Proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien Documents, even if such interest is not enforceable, allowable or remedy hereunder allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under any other Credit Document to the extent reimbursable hereunder or thereunder; (iiterms of the applicable Priority Lien Document) secondof all outstanding letters of credit constituting Priority Lien Debt); FOURTH, to the respective Parity Debt Representatives for application to the payment of all outstanding Parity Lien Debt and any other Parity Lien Obligations (including, without duplication, the payment of Permitted Secured Parties, Hedge Amounts then due and payable to any Commodity Hedge Counterparty under any Secured Commodity Hedge and Power Sales Agreement secured by a Parity Lien) that are then due and payable in such order as may be provided in the Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Parity Lien Debt and all other Parity Lien Obligations that are then due and payable (x) equal to including all Obligations owing to them on interest accrued thereon after the date commencement of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on bankruptcy, Insolvency Proceeding at the date of rate, including any distributionapplicable post-default rate, andspecified in the Parity Lien Documents, even if such moneys shall be insufficient to pay interest is not enforceable, allowable or allowed as a claim in such amounts in full proceeding, and Cash Collateralize including the discharge or cash collateralization (at 102.5% of the aggregate undrawn amount) of all L/C Obligations, then ratably (without priority outstanding letters of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof credit constituting Parity Lien Debt); and to Cash Collateralize the L/C Obligations; and (iii) thirdFIFTH, any surplus then remaining shall after the payment in full in cash of all of the Secured Obligations entitled to the benefit of such Collateral will be paid to the Borrower or the other applicable Credit Parties Obligor, as the case may be, or their its successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may direct; provided that . (b) If any amount applied to Cash Collateralize Parity Debt Representative or any L/C holder of a Parity Lien Obligation collects or receives any proceeds in respect of the Parity Lien Obligations that has not should have been applied to reimburse the Borrower payment of the Priority Lien Obligations or obligations secured by a Permitted Prior Lien in accordance with clause (a) above and a Responsible Officer of such Parity Debt Representative shall have received written notice, or shall have actual knowledge, of the same prior to such Parity Debt Representative's distribution of such proceeds, whether after the commencement of an Insolvency Proceeding or otherwise, such Parity Debt Representative or such holder of a Parity Lien Obligation, as the case may be, will forthwith deliver the same to the Collateral Trustee, for Unpaid Drawings under the applicable Letters account of Credit at the time holders of expiration the Priority Lien Obligations or obligations secured by a Permitted Prior Lien, in the form received, duly indorsed to the Collateral Trustee, for the account of all such Letters the holders of Credit shall the Priority Lien Obligations or obligations secured by a Permitted Prior Lien to be applied by the Administrative Agent in the order specified in clauses accordance with clause (i) through (iiia) above. Notwithstanding Until so delivered, such proceeds will be held by such Parity Debt Representative or such holder of a Parity Lien Obligation, as the foregoingcase may be, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in for the Commodity Exchange Actbenefit of the holders of the Priority Lien Obligations or obligations secured by a Permitted Prior Lien. This Section 3.4(b) shall not be applied apply to its payments received by any holder of Parity Lien Obligations that if such payments are Excluded Swap Obligationsnot proceeds of any collection, sale, foreclosure or other realization upon any Collateral.

Application of Proceeds. Subject (a) If, pursuant to the terms exercise by the Collateral Trustee of any First Lien Intercreditor Agreement rights and remedies set forth in any Second Lien Intercreditor AgreementSecurity Document, any amount Collateral is sold or otherwise realized upon by the Collateral Trustee, the proceeds received by the Administrative Agent or Collateral Trustee in respect of such Collateral shall be deposited in the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of Account, and all such moneys held by the Obligations under this Agreement or any Event of Default with respect Collateral Trustee in the Collateral Account, shall, to the Borrower under extent available for distribution, and subject to Sections 5.02 and 5.03 below, be distributed by the Collateral Trustee on each date upon which a distribution is made in accordance with Section 11.4 shall be applied: 5.04 hereof (ieach, a “Distribution Date”) firstas follows: FIRST, to the payment of all reasonable and documented costs legal fees and expenses and other reasonable costs or expenses or other liabilities of any kind incurred by the Administrative Agent Collateral Trustee or the Collateral Agent any co-trustee, agent or sub-agent in connection with any collection or sale Security Document and reasonable reserves for any of the foregoing anticipated to be incurred (provided that any such reserves not actually applied to the foregoing shall be applied in accordance with this Section 5.01), including the reimbursement to any Secured Debt Representative of any amounts theretofore advanced by such Secured Debt Representative for the payment of such fees, costs and expenses; SECOND, to the payment (without duplication) of the Collateral or otherwise in connection with any Credit DocumentTrustee’s Fees which are unpaid, including all court costs and the reasonable fees and expenses reimbursement to any Secured Debt Representative of its agents and legal counsel, any amounts theretofore advanced by such Secured Debt Representative for the repayment payment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) secondTrustee’s Fees; THIRD, to the respective Secured Parties, an amount (x) equal Debt Representatives for application to the Guaranteed Obligations Equally and Ratably until all Guaranteed Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts have been paid in full in cash; and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdFOURTH, any surplus then remaining after the payment in full in cash of all of the Guaranteed Obligations shall be paid to the applicable Credit Parties or their Company, its successors or assigns assigns, or to whomsoever may be lawfully entitled to receive the same same, or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. (i) Subject in all respects to the terms provisions of any First Lien Intercreditor Agreement and any Second Lien the ABL Intercreditor Agreement, any amount all proceeds of US Collateral received by the Administrative Agent or the Collateral Agent from at any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any time when an Event of Default exists and all or any portion of the US Revolving Loans have been accelerated hereunder pursuant to Section 7.01 or otherwise received in connection with any foreclosure on or other exercise of remedies with respect to the Borrower under Section 11.4 shall US Collateral pursuant to the US Collateral Documents, shall, upon election by the Administrative Agent or at the direction of the Required Lenders, be applied: (i) applied first, to the payment of all reasonable and documented costs and expenses then due incurred by the Administrative Agent or the Collateral Agent in connection with any collection collection, sale or sale of the realization on US Collateral or otherwise in connection with this Agreement, any Credit Documentother Loan Document or any of the US Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document on behalf of any Credit Loan Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document Loan Document, second, on a pro rata basis, to pay any fees, indemnities or expense reimbursements then due to the extent reimbursable hereunder Administrative Agent (other than those covered in clause first above) or thereunder; (ii) secondany Issuing Bank from the Borrowers constituting US Secured Obligations, third, on a pro rata basis in accordance with the amounts of such US Secured Obligations owed to the Secured Parties, an amount (x) equal to all Obligations owing to them Parties on the date of any distribution such distribution, toward the payment of US Protective Advances and US Overadvances then due from the Borrowers constituting US Secured Obligations, fourth, on a pro rata basis in accordance with the amounts of the US Secured Obligations (yother than any Secured Obligations incurred after the date hereof that are either junior in right of payment or are secured by a Lien that is junior to the Liens securing the US Secured Obligations) sufficient (other than contingent indemnification obligations for which no claim has yet been made) owed to Cash Collateralize all L/C Obligations the Secured Parties on the date of any such distribution, and, if such moneys shall be insufficient to pay such amounts the payment in full of (x) the US Secured Obligations (other than US Secured Hedging Obligations and Cash Collateralize all L/C US Secured Banking Services Obligations) (including, then ratably (without priority of any one over any other) with respect to such Secured Parties in proportion US LC Exposure, an amount to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining shall be paid to the Administrative Agent equal to 100% of the US LC Exposure (minus the amount then on deposit in the US LC Collateral Account) on such date, to be held in the US LC Collateral Account as Cash collateral for such Obligations), (y) Designated Hedging Obligations constituting US Secured Obligations in an amount not to exceed the US Hedge Product Amount in an amount not to exceed the applicable Hedge Product Reserve and (z) US Secured Banking Services Obligations in an amount not to exceed to the applicable Banking Services Reserve; provided that if any US Letter of Credit Parties expires undrawn, then any Cash collateral held to secure the related US LC Exposure shall be applied in accordance with this Section 2.18(b), beginning with clause first above, fifth, on a pro rata basis, to the payment in full of Secured Hedging Obligations and Secured Banking Services Obligations, in each case, constituting US Secured Obligations (other than those covered in clause fourth above), sixth, in accordance with Section 2.18(b)(ii) below as if such proceeds of US Collateral were proceeds of Canadian Collateral thereunder, and seventh, to, or their successors or assigns or to whomsoever may be lawfully entitled to receive at the same direction of, the Lead Borrower or as a court of competent jurisdiction may otherwise direct; provided that . (ii) Subject in all respects to the provisions of the ABL Intercreditor Agreement (and any amount applied Applicable Intercreditor Agreement), if applicable, all proceeds of Canadian Collateral received by the Administrative Agent at any time when an Event of Default exists and all or any portion of the Canadian Revolving Loans have been accelerated hereunder pursuant to Cash Collateralize Section 7.01 or otherwise received in connection with any L/C Obligations that has not been applied foreclosure on or other exercise of remedies with respect to reimburse the Borrower for Unpaid Drawings under Canadian Collateral pursuant to the applicable Letters of Credit Canadian Security Agreement or other Collateral Documents, shall, upon election by the Administrative Agent or at the time direction of expiration the Required Lenders, be applied first, to the payment of all such Letters of Credit shall be applied costs and expenses then due incurred by the Administrative Agent in connection with any collection, sale or realization on Canadian Collateral or otherwise in -124- connection with this Agreement, any other Loan Document or any of the order specified Canadian Secured Obligations, including all court costs and the fees and expenses of agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in clauses connection with the exercise of any right or remedy hereunder or under any other Loan Document, second, on a pro rata basis, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent (iother than those covered in clause first above) through or any Issuing Bank from the Borrowers constituting Canadian Secured Obligations, third, on a pro rata basis in accordance with the amounts of such Canadian Secured Obligations owed to the Secured Parties on the date of any such distribution, toward the payment of Canadian Protective Advances and Canadian Overadvances then due from the Borrowers constituting Canadian Secured Obligations; fourth, on a pro rata basis in accordance with the amounts of the Canadian Secured Obligations (iiiother than contingent indemnification obligations for which no claim has yet been made) above. Notwithstanding owed to the foregoingSecured Parties on the date of any such distribution, amounts received from any Guarantor that is not to the payment in full of (x) the Canadian Secured Obligations (other than Canadian Secured Hedging Obligations and Canadian Secured Banking Services Obligations) (including, with respect to Canadian LC Exposure, an “Eligible Contract Participant” amount to be paid to the Administrative Agent equal to 100% of the Canadian LC Exposure (as defined minus the amount then on deposit in the Commodity Exchange ActCanadian LC Collateral Account) on such date, to be held in the Canadian LC Collateral Account as Cash collateral for such Obligations), (y) Designated Hedging Obligations constituting Canadian Secured Obligations in an amount not to exceed the applicable Hedge Product Reserve and (z) Canadian Secured Banking Services Obligations in an amount not to exceed the applicable Banking Services Reserve; provided that if any Canadian Letter of Credit expires undrawn, then any Cash collateral held to secure the related Canadian LC Exposure shall not be applied in accordance with this Section 2.18(b), beginning with clause first above, fifth, on a pro rata basis, to its the payment in full of Secured Hedging Obligations that are Excluded Swap and Secured Banking Services Obligations, in each case, constituting Canadian Secured Obligations (other than those covered in clause fourth above) and sixth, to, or at the direction of, the Lead Borrower or as a court of competent jurisdiction may otherwise direct.

Application of Proceeds. Subject to the terms of (a) Except as expressly provided elsewhere in this Security Agreement or any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreementother Credit Document, any amount all proceeds received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds in respect of any Collateral) following sale of, collection from or other realization upon all or any acceleration part of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 Collateral, shall be appliedapplied as follows: (i) firstFIRST, to the payment of all reasonable that portion of the Obligations constituting fees, indemnities, expenses and documented costs other amounts (other than principal and expenses incurred by the Administrative Agent or the Collateral interest) payable to each Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent capacity as such hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunderDocument; (ii) secondSECOND, to payment of that portion of the Obligations constituting fees (other than principal, interest and Letter of Credit Fees), indemnities, expenses and other amounts (other than principal and interest) payable to the Lenders and the Letter of Credit Issuers arising under the Credit Documents, ratably among them in proportion to the amounts described in this clause Second payable to them; (iii) THIRD, to the payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including, but not limited to, post-petition interest), ratably among the Lenders and the Letter of Credit Issuers in proportion to the respective amounts described in this clause Third payable to them; (iv) FOURTH, to payment of that portion of the Obligations constituting unpaid principal, any Unpaid Drawing or face amounts of the Loans, and Hedging Obligations under each Secured PartiesHedging Agreement and Cash Management Obligations arising under Secured Cash Management Agreements and, an amount (x) equal to all Obligations owing to them on the date Administrative Agent for the account of any distribution and (y) sufficient the applicable Letter of Credit Issuers, to Cash Collateralize all L/C that portion of the Letter of Credit Obligations on comprised of the date aggregate undrawn amount of any distributionLetters of Credit, andin each case, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such among the Secured Parties in proportion to the unpaid respective amounts thereof and to Cash Collateralize the L/C Obligations; anddescribed in this clause Fourth held by them; (iiiv) thirdFIFTH, any surplus then remaining remaining, shall be paid to the applicable Credit Parties Grantors or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied . Subject to Section 2.16 of the Credit Agreement, amounts used to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable aggregate undrawn amount of Letters of Credit at the time of expiration of all pursuant to clause Fourth 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 by to the Administrative Agent other Obligations, if any, in the order specified in clauses (i) through (iii) aboveset forth above and, if no Obligations remain outstanding, to the Grantors or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, (i) no amounts received from any Guarantor that is not Grantor shall be applied to any Excluded Swap Obligation of such Grantor and (ii) after the payments pursuant to clause FIRST above, if an “Eligible Contract Participant” intercreditor agreement (including any Customary Intercreditor Agreement) has been entered into among the holders of Obligations which provides for the application of proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral, then such proceeds shall be applied pursuant to the terms of such intercreditor agreement (including any Customary Intercreditor Agreement) and in making the determination and allocations required in any intercreditor agreement the Collateral Agent may conclusively rely upon information supplied by the applicable Authorized Officers as defined to the amounts of unpaid principal and interest and other amounts outstanding with respect to such Obligations and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information. (b) Except as otherwise provided herein or in any other Credit Document, the Commodity Exchange Act) Collateral Agent shall have absolute discretion as to the time of the application of any such proceeds in accordance with this Section 5.04. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be applied obligated to its Obligations that are Excluded Swap Obligationssee to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to the terms (a) Regardless of any First Lien Intercreditor Agreement Insolvency or Liquidation Proceeding which has been commenced by or against the Borrower or any other Loan Party, (i) the Collateral or any proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies in accordance with Section 3 and (ii) any Second Lien Intercreditor Agreementamounts intended to be paid to any of the Secured Parties during the pendency of any Insolvency or Liquidation Proceeding shall, any amount received by in each case, be applied in the Administrative Agent or following order (it being agreed that the Collateral Agent from any Credit Party (or from proceeds of any Collateral) shall apply such amounts in the following any acceleration of order as promptly as is reasonably practicable after the Obligations under this Agreement or any Event of Default with respect receipt thereof): first, on a pro rata basis, to the Borrower under Section 11.4 shall be applied: (i) firstthe payment of all amounts (including fees, expenses and indemnity payments) due to the Collateral Agent or any other Agent (in each case, in such Agent’s capacity as an agent, arranger or issuing bank and not in such Agent’s capacity as a Construction Lender, New Lender, Loan Insurer or other Secured Party) under any of the Transaction Documents and (ii) to the payment of all reasonable fees, expenses, Interest Expense, indemnity payments and documented costs premiums, if any, due to the Loan Insurer under the Loan Insurance Agreement; second, on a pro rata basis, to (i) the payment of all Interest Expense, fees and expenses incurred by the Administrative Agent other amounts (other than principal, Termination Payments or the Collateral Agent other amounts expressly provided for in connection with clause third or fourth below) due to any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or Secured Parties under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; Secured Funded Debt Documents, (ii) second, the payment of all ordinary course settlement payments (excluding any Termination Payments) and Interest Expense due to the Secured Partiesapplicable Interest Rate Hedge Providers under the applicable Interest Rate Protection Agreements, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining shall be paid the payment of all Interest Expense due to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings Secured Fuel Supply Agreement Counterparties under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through Secured Fuel Supply Agreements and (iii) above. Notwithstanding the foregoing, amounts received from payment of any Guarantor that is not an “Eligible Contract Participant” Level 2 Defaulted Payments (as defined in the Commodity Exchange ActDepositary Agreement) shall that have not be applied previously been reimbursed by the Borrower to its the Loan Insurer; third, on a pro rata basis, to (i) the payment of all principal (and any applicable premium) due to any of the Secured Parties under any of the Secured Funded Debt Documents, (ii) the payment of the applicable Eligible Fuel Supply Agreement Amount due to the applicable Secured Fuel Supply Agreement Counterparties under the applicable Secured Fuel Supply Agreements, (iii) the payment of any other amounts that have not previously been reimbursed or paid by the Borrower to the Loan Insurer under any of the Transaction Documents (including all amounts then due under Section 2.01 of the Loan Insurance Agreement to the extent such amounts have not been paid under clause first or second above) and (iv) to the payment of all Termination Payments and any other amounts due to the applicable Interest Rate Hedge Providers under the applicable Interest Rate Protection Agreements; and last, the balance, if any, after all of the Secured Obligations that are Excluded Swap Obligationshave been paid in full in cash, to the Borrower or as otherwise required by applicable law.

Application of Proceeds. (a) Subject to the terms of any First Lien Intercreditor Agreement clauses (b) and any Second Lien Intercreditor Agreement(c) below, any amount received by the Administrative Agent Agent, the Collateral Trustee or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 11.5 shall be applied in accordance with the Collateral Trust Agreement and any other applicable intercreditor agreement; provided that, with respect to any Term C Collateral Account (and all amounts deposited therein or credited thereto), any amounts so received shall be applied: (i) firstFirst, on a pro rata basis, to the payment of all amounts due to the relevant Term L/C Issuer under any of the Credit Documents, excluding amounts payable in connection with any Term L/C Reimbursement Obligation; (ii) Second, on a pro rata basis, to the payment of all amounts due to the relevant Term L/C Issuer in an amount equal to 100% of all Term L/C Reimbursement Obligations; (iii) Third, on a pro rata basis, to any Secured Bank Party which has theretofore advanced or paid any fees to the relevant Term L/C Issuer, other than any amounts covered by priority Second, an amount equal to the amount thereof so advanced or paid by such Secured Bank Party and for which such Secured Bank Party has not been previously reimbursed; (iv) Fourth, on a pro rata basis, to the payment of all other relevant Term L/C Obligations; and 202 (v) Last, the balance, if any, after all of the relevant Term L/C Obligations have been indefeasibly paid in full in cash, as set forth in the Collateral Trust Agreement and any other applicable intercreditor agreement. (b) In the event that either (x) the Collateral Trust Agreement or any applicable intercreditor agreement directs the application with respect to any Collateral (other than any Term C Collateral Account (and all amounts deposited therein or credited thereto)) be made with reference to this Agreement or the other Credit Documents or (y) the Collateral Trust Agreement has been terminated and no intercreditor agreement is then in effect, any amount received by the Administrative Agent, the Collateral Trustee or the Collateral Agent from any Credit Party (or from proceeds of any Collateral), in each case, other than with respect to any Term C Collateral Account (and all amounts deposited therein or credited thereto) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied: (i) First, to the payment of all reasonable and documented costs and expenses expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to the Administrative Agent, Collateral Agent and their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the and Collateral Agent in connection with any collection or sale therewith and all amounts for which the Administrative Agent and Collateral Agent is entitled to indemnification pursuant to the provisions of the Collateral or otherwise in connection with any Credit Document, including all court costs together with interest on each such amount at the highest rate then in effect under this Agreement from and after the reasonable fees and expenses of its agents and legal counseldate such amount is due, the repayment of all advances made by the Administrative Agent owing or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred unpaid until paid in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunderfull; (ii) secondSecond, to the payment of all other reasonable costs and expenses of such sale, collection or other realization including all costs, liabilities and advances made or incurred by the other Secured PartiesBank Parties in connection therewith, an together with interest on each such amount (x) equal to all Obligations owing to them on at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (iii) Third, without duplication of any distribution amounts applied pursuant to clauses (i) and (yii) sufficient above, to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts indefeasible payment in full in cash, pro rata, of interest and other similar amounts constituting Obligations (other than principal, reimbursement obligations in respect of Letters of Credit and obligations to cash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under Secured CA Hedging Agreements and Secured CA Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion Management Agreements to the unpaid extent constituting Obligations and any interest accrued thereon (excluding any breakage, termination or other payments thereunder), in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (iv) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations (including reimbursement obligations in respect of Letters of Credit and obligations to cash collateralize Letters of Credit) and any premium thereon and any breakage, termination or other payments under Secured CA Hedging Agreement or Secured CA Cash Collateralize Management Agreements to the L/C Obligationsextent constituting Obligations and any interest accrued thereon; and (iiiv) thirdFifth, any surplus then remaining shall be paid the balance, if any, to the person lawfully entitled thereto (including the applicable Credit Parties Party or their its successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns) or as a court of competent jurisdiction may direct; provided . (c) In the event that the Collateral Trust Agreement has been terminated and no intercreditor agreement is then in effect, any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied received by the Administrative Agent or the 203 Collateral Agent from any Credit Party with respect to any Term C Collateral Account (and all amounts deposited therein or credited thereto) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied in the order specified set forth in clauses the proviso to clause (i) through (iiia) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. Subject The Collateral Agent shall, following written instruction from the Applicable First Lien Agent and subject to the terms Intercreditor Agreements, promptly apply the proceeds, moneys or balances of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreementcollection or sale of Collateral, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstas follows: FIRST, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any such collection or sale of the Collateral or otherwise in connection with this Agreement, any other Indenture Document, any Credit Agreement Document, including any Other First Lien Agreement or any of the Obligations secured by such Collateral, including, without limitation, all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Indenture Document, any Credit Agreement Document or any Other First Lien Agreement on behalf of any Credit Party and Pledgor, any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or hereunder, under any other Indenture Document, any Credit Agreement Document or any Other First Lien Agreement, and all other fees, indemnities and other amounts owing or reimbursable to the extent reimbursable hereunder Collateral Agent under any Indenture Document, any Credit Agreement Document or thereunder; (ii) secondany Other First Lien Agreement in its capacity as such; SECOND, to the payment in full of the Obligations secured by such Collateral (the amounts so applied to be distributed among the Secured Parties, an amount (x) equal to all Parties pro rata in accordance with the respective amounts of such Obligations owing owed to them on the date of any distribution such distribution); and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distributionTHIRD, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdPledgors, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts (i) no amount received from any Guarantor that is not an “Eligible Contract Participant” guarantor, or from the proceeds of Collateral pledged by such guarantor, shall be applied to any Excluded Swap Obligations of such guarantor and (ii) in no event shall the proceeds of any collection or sale of any assets owned directly by Holdings or by any Subsidiary of Holdings other than the Issuer or any Subsidiary of the Issuer, in each case as defined included in the Commodity Exchange Act) Collateral, be applied to the payment of any obligations other than the Credit Agreement Obligations. Following written instruction from the Applicable First Lien Agent, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be applied obligated to its Obligations that are Excluded Swap Obligationssee to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to (a) The Collateral Trustee will apply the terms Proceeds of any First Lien Intercreditor Agreement and collection, sale, foreclosure or other realization upon any Second Lien Intercreditor Agreement, any amount received by Stock Collateral in the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds following order of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstapplication: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s reasonable and documented fees, legal fees, costs and expenses or other liabilities of any kind reasonably incurred by the Administrative Agent Collateral Trustee or any co-trustee or agent of the Collateral Agent Trustee in connection with any collection or sale of Stock Lien Security Document; SECOND, to the Collateral or otherwise in connection with any Credit Document, including all court costs and respective First-Priority Stock Lien Representatives for application to the reasonable fees and expenses of its agents and legal counsel, the repayment payment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party outstanding First-Priority Stock Secured Debt and any other reasonable First-Priority Stock Secured Obligations that are then due and documented costs or expenses incurred payable in connection with such order as may be provided in the exercise First-Priority Stock Lien Documents in an amount sufficient to pay in full in cash all outstanding First-Priority Stock Secured Debt and all other First-Priority Stock Secured Obligations that are then due and payable (including all interest accrued thereon after the commencement of any right Insolvency or remedy hereunder Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the First-Priority Stock Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable First-Priority Stock Lien Document) of all outstanding letters of credit, if any, constituting First-Priority Stock Secured Debt); THIRD, to the respective Junior Stock Lien Representatives for application to the payment of all outstanding Junior Stock Secured Debt and any other Credit Document Junior Stock Secured Obligations that are then due and payable in such order as may be provided in the Junior Stock Lien Documents in an amount sufficient to pay in full in cash all outstanding Junior Stock Secured Debt and all other Junior Stock Secured Obligations that are then due and payable (including, to the extent reimbursable hereunder or thereunder; (ii) secondlegally permitted, to all interest accrued thereon after the Secured Parties, an amount (x) equal to all Obligations owing to them on the date commencement of any distribution Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Junior Stock Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (y2) sufficient to Cash Collateralize the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Junior Stock Lien Document) of all L/C Obligations on the date outstanding letters of any distribution, andcredit, if such moneys shall be insufficient to pay such amounts in full any, constituting Junior Stock Secured Debt); and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdFOURTH, any surplus then remaining shall after the payment in full in cash of amounts described in the preceding clauses will be paid to the Company or the applicable Credit Parties or their Pledgor, as the case may be, its successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may direct. (b) If any Junior Stock Lien Representative or any holder of a Junior Stock Secured Obligation collects or receives any Proceeds of such foreclosure, collection or other enforcement prior to written notice that all First-Priority Stock Secured Obligations have been paid in full in accordance with Section 3.4(a) above, whether after the commencement of an Insolvency or Liquidation Proceeding or otherwise, such Junior Stock Lien Representative or such holder of a Junior Stock Secured Obligation, as the case may be, will forthwith deliver the same to the Collateral Trustee, for the account of the holders of such First-Priority Stock Secured Obligations, to be applied in accordance with Section 3.4(a). Until so delivered, such Proceeds will be segregated and held by that Junior Stock Lien Representative or that holder of a Junior Stock Secured Obligation, as the case may be, in trust for the benefit of the holders of the First-Priority Stock Secured Obligations. (c) The Collateral Trustee will apply the Proceeds of any collection, sale, foreclosure or other realization upon any Asset Collateral and the Proceeds of any title insurance policy required under any First-Priority Asset Lien Document or Junior Asset Lien Document in the following order of application: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s reasonable and documented fees, legal fees, costs and expenses or other liabilities of any kind reasonably incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Asset Lien Security Document; provided that SECOND, to the respective First-Priority Asset Lien Representatives for application to the payment of all outstanding First-Priority Asset Secured Debt and any amount applied to Cash Collateralize any L/C other First-Priority Asset Secured Obligations that has are then due and payable in such order as may be provided in the First-Priority Asset Lien Documents in an amount sufficient to pay in full in cash all outstanding First-Priority Asset Secured Debt and all other First-Priority Asset Secured Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the First-Priority Asset Lien Documents, even if such interest is not been applied to reimburse enforceable, allowable or allowed as a claim in such proceeding, and including the Borrower discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for Unpaid Drawings release of Liens under the terms of the applicable Letters First-Priority Asset Lien Document) of Credit all outstanding letters of credit, if any, constituting First-Priority Asset Secured Debt); THIRD, to the respective Junior Asset Lien Representatives for application to the payment of all outstanding Junior Asset Secured Debt and any other Junior Asset Secured Obligations that are then due and payable in such order as may be provided in the Junior Asset Lien Documents in an amount sufficient to pay in full in cash all outstanding Junior Asset Secured Debt and all other Junior Asset Secured Obligations that are then due and payable (including, to the extent legally permitted, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Junior Asset Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Junior Asset Lien Document) of all outstanding letters of credit, if any, constituting Junior Asset Secured Debt); and FOURTH, any surplus remaining after the payment in full in cash of amounts described in the preceding clauses will be paid to the Company or the applicable Pledgor, as the case may be, its successors or assigns, or as a court of competent jurisdiction may direct. (d) If any Junior Asset Lien Representative or any holder of a Junior Asset Secured Obligation collects or receives any Proceeds of such foreclosure, collection or other enforcement prior to written notice that all First-Priority Asset Secured Obligations have been paid in full in accordance with Section 3.4(c) above, whether after the commencement of an Insolvency or Liquidation Proceeding or otherwise, such Junior Asset Lien Representative or such holder of a Junior Asset Secured Obligation, as the case may be, will forthwith deliver the same to the Collateral Trustee, for the account of the holders of such First-Priority Asset Secured Obligations, to be applied in accordance with Section 3.4(c). Until so delivered, such Proceeds will be segregated and held by that Junior Asset Lien Representative or that holder of a Junior Asset Secured Obligation, as the case may be, in trust for the benefit of the holders of the First-Priority Asset Secured Obligations. (e) This section 3.4 is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Secured Obligations, each present and future Secured Debt Representative and the Collateral Trustee as holder of Liens on the Collateral. The Secured Debt Representative of each future Series of Secured Debt will be required to deliver a Collateral Trust Joinder including a lien sharing and priority confirmation as provided in Section 3.8 at the time of expiration incurrence of all such Letters Series of Credit shall be applied Secured Debt. (f) In connection with the application of Proceeds pursuant to Sections 3.4(a) and (c), except as otherwise directed by an Act of Required Stock Secured Debtholders or an Act of Required Asset Secured Debtholders, as the Administrative Agent in case may be, the order specified in clauses (i) through (iii) above. Notwithstanding Collateral Trustee may sell any non-cash Proceeds for cash prior to the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in application of the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap ObligationsProceeds thereof.

Application of Proceeds. Subject to The Administrative Agent shall promptly apply the terms proceeds, moneys or balances of any First Lien Intercreditor Agreement and collection or sale of Collateral, as well as any Second Lien Intercreditor AgreementCollateral consisting of cash, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstas follows: FIRST, to the payment of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any such collection or sale of the Collateral or otherwise in connection with this Agreement, any Credit Documentother Loan Document or any of the Obligations, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Loan Document on behalf of any Credit Party and Pledgor, any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document Loan Document, and all other fees, indemnities and other amounts owing or reimbursable to the extent reimbursable hereunder or thereunder; Administrative Agent under any Loan Document in its capacity as such; SECOND, to payment of all fees, indemnities and other amounts (iiother than principal and interest) secondpayable to the Issuing Bank in capacity as such and of Table of Contents any amount required to be paid to the Issuing Bank by any Revolving Facility Lender pursuant to Section 2.05(e) and (h) of the Credit Agreement and not paid by such Revolving Facility Lender (which shall be payable to the Administrative Agent if the Administrative Agent advanced such payment to the Issuing Bank in anticipation of such payment by such Revolving Facility Lender and otherwise, to the Issuing Bank); THIRD, to the payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties, an amount (x) equal to all Parties pro rata in accordance with the respective amounts of the Obligations owing owed to them on the date of any distribution such distribution, which in the case of Letters of Credit, shall be paid by deposit in an account with the Administrative Agent, in the name of the Administrative Agent and (y) sufficient for the benefit of the Issuing Bank and the Lenders, an amount in cash in U.S. Dollars equal to Cash Collateralize all the aggregate Revolving L/C Obligations on the Exposure as of such date of plus any distributionaccrued and unpaid interest thereon); and FOURTH, and, if such moneys shall be insufficient to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdBorrower, any surplus then remaining shall be paid to the applicable Credit Parties or their its successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct; provided that any amount applied . The Administrative Agent shall have absolute discretion as to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration application of all any such Letters proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Credit shall be applied Collateral by the Administrative Agent in (including pursuant to a power of sale granted by statute or under a judicial proceeding), the order specified in clauses (i) through (iii) above. Notwithstanding receipt of the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in purchase money by the Commodity Exchange Act) Administrative Agent or of the officer making the sale shall be a sufficient discharge to the 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 any way for the misapplication thereof. If, after receipt of any payment which is applied to its the payment of all or any part of any Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set-off, or a diversion of trust funds, or for any other reason, then the Obligations that are Excluded Swap Obligationsor part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrower shall be liable to pay to the Administrative Agent and the Lenders, and shall indemnify the Administrative Agent and the Lenders and holds the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this paragraph shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this paragraph shall survive the termination of this Agreement.

Application of Proceeds. Subject to the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount (a) All proceeds received by the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds Lenders in respect of the repayment of any Collateral) following sums due hereunder or in connection with a foreclosure sale of all or any acceleration portion of the Obligations under this Agreement or any Collateral after the occurrence of an Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) , first, to the payment costs of enforcement of the Lenders rights hereunder and under the other Loan Documents; second, to pay any accrued and unpaid interest (including all interest owing at the Default Rate), the principal amount of the Loan and any unpaid fees payable under this Agreement and the other Loan Documents in such order of priority as the Administrative Agent, in its sole and absolute discretion shall determine but subject to the rights of the Lenders; and third, if any excess proceeds exist, to the Borrower or any party entitled thereto as a matter of law. If the amount of all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent proceeds received in connection with any collection or sale liquidation of the Collateral or otherwise which shall be applied to payment of the indebtedness due in connection with any Credit Documentrespect of this Agreement, including all court costs the Promissory Notes and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) second, to the Secured Parties, an amount (x) equal to all Obligations owing to them on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys Loan Documents shall be insufficient to pay all such amounts indebtedness or obligations in full full, the Borrower acknowledges that it shall remain liable for any deficiency, together with interest thereon and Cash Collateralize all L/C Obligations, then ratably costs of collection thereof (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof including reasonable counsel fees and to Cash Collateralize the L/C Obligations; andlegal expenses). (iiib) thirdThe Administrative Agent shall have the right, but not the obligation, to deposit any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as proceeds in its possession which are available under clause third of Section 6.4(a) above into a court of competent jurisdiction for determination by such court of the disposition of such excess proceeds and upon such deposit, the Administrative Agent shall have no further liability with respect to such proceeds. All costs and expenses of the Administrative Agent in connection with such action may direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied deducted or charged by the Administrative Agent against such excess proceeds and shall otherwise be reimbursed by the Borrower upon demand. The Administrative Agent shall have the right, but not the obligation, to request and rely on the instructions of the Borrower in connection with the order specified in clauses (i) through (iii) above. Notwithstanding the foregoingdisposition of any such excess proceeds and, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) upon compliance with such instructions, shall not be applied have no further liability with respect to its Obligations that are Excluded Swap Obligationssuch proceeds.

Application of Proceeds. Subject to Upon the terms occurrence of and during the continuance of an Event of Default, the Proceeds and avails of the Pledged Collateral at any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount time received by the Administrative Agent shall, when received by the Agent in cash or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration its equivalent, be applied as follows: FIRST, to all reasonable costs and expenses of the Obligations under Agent (including without limitation, reasonable attorneys' fees and expenses) incurred in connection with the implementation and/or enforcement of this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstPledge Agreement; SECOND, to the payment of any fees owed to the Credit Agreement Agent; THIRD, to all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, Lenders (including all court costs and the without limitation reasonable attorneys' fees and expenses of its agents and legal counsel, a single counsel for the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses Lenders) incurred in connection with the exercise implementation and/or enforcement of this Pledge Agreement and/or any right or remedy hereunder or under any of the other Credit Document to the extent reimbursable hereunder or thereunder; (ii) secondDocuments; FOURTH, to the Lenders, ratably, in accordance with the respective amounts of the Secured PartiesObligations constituting the then aggregate unpaid principal amount of the Loans, an amount (x) equal together with all accrued and unpaid interest thereon at such time and LOC Obligations; FIFTH, to all Obligations owing other amounts payable to them on the date Lenders with respect to the Secured Obligations; SIXTH, to the payment of any distribution fees owed to the ELLF Lender; SEVENTH, to all costs and expenses of the ELLF Lenders (yincluding without limitation reasonable attorneys' fees and expenses) sufficient incurred in connection with the implementation and/or enforcement of this Pledge Agreement and/or any of the Operative Agreements; EIGHT, to Cash Collateralize the ELLF Lender, ratably, in accordance with the respective amounts of the Secured Obligations constituting the then aggregate unpaid principal amount and/or advanced amounts owing pursuant to the ELLF Documents together with all L/C Obligations on accrued and unpaid interest and/or yield thereon at such time; NINTH, to all other amounts payable to the date ELLF Lender with respect to the Secured Obligations; and TENTH, to the payment of any distribution, andthe surplus, if such moneys shall be insufficient any, to pay such amounts in full and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever whoever may be lawfully entitled to receive such surplus. The Pledgors shall remain liable to the same or as Agent and the Secured Parties on a court of competent jurisdiction may direct; provided that joint and several basis for any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligationsdeficiency.

Application of Proceeds. Subject (a) If any Collateral is sold or otherwise realized upon by the Collateral Trustee in connection with any foreclosure, collection or other enforcement of Liens granted to the terms Collateral Trustee in the Parity Lien Security Documents, the Proceeds received by the Collateral Trustee from such foreclosure, collection or other enforcement and the Proceeds of any First Lien Intercreditor Agreement and any Second Lien title or other insurance policy received by the Collateral Trustee will be distributed by the Collateral Trustee, subject to the provisions of the Intercreditor Agreement, any amount received by in the Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds following order of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.4 shall be applied: (i) firstapplication: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable and documented legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent Collateral Trustee or any co-trustee or agent of the Collateral Agent Trustee in connection with any collection or sale Parity Lien Security Document (including, but not limited to, indemnification obligations); SECOND, to the repayment of Indebtedness and other Obligations, other than Parity Lien Obligations, secured by a Permitted Prior Lien on the Collateral sold or otherwise realized upon to the extent that such other Indebtedness or Obligation is intended to be discharged (in whole or in part) in connection with any Credit Documentsuch sale; THIRD, including all court costs to the respective Parity Lien Debt Representatives equally and ratably for application to the reasonable fees and expenses of its agents and legal counsel, the repayment payment of all advances made by outstanding Parity Lien Obligations that are then due and payable in such order as may be provided in the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Parity Lien Obligations that are then due and any other reasonable and documented costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document payable (including, to the extent reimbursable hereunder or thereunder; (ii) secondlegally permitted, to all interest accrued thereon after the Secured Parties, an amount (x) equal to all Obligations owing to them on the date commencement of any distribution Insolvency Proceeding at the rate, including any applicable post-default rate, specified in the Parity Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (y2) sufficient to Cash Collateralize the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Document) of all L/C Obligations on the date outstanding letters of any distribution, andcredit, if such moneys shall be insufficient to pay such amounts in full any, constituting Parity Lien Obligations); and Cash Collateralize all L/C Obligations, then ratably (without priority of any one over any other) to such Secured Parties in proportion to the unpaid amounts thereof and to Cash Collateralize the L/C Obligations; and (iii) thirdFOURTH, any surplus then remaining shall after the payment in full in cash of the amounts described in the preceding clauses will be paid to Company or the applicable Credit Parties or their Guarantor, as the case may be, its successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may direct; . (b) This Section 3.4 is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Parity Lien Obligations, each present and future Parity Lien Debt Representative and the Collateral Trustee as holder of Parity Liens. The Parity Lien Debt Representative of each future Series of Parity Lien Debt will be required to deliver a Collateral Trust Joinder including a lien sharing and priority confirmation as provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit in Section 3.8 at the time of expiration incurrence of all such Letters Series of Credit Parity Lien Debt. (c) In connection with the application of Proceeds pursuant to Section 3.4(a), except as otherwise directed by an Act of Required Parity Lien Debtholders, the Collateral Trustee may sell any non-cash proceeds for cash prior to the application of the proceeds thereof. (d) In making the determinations and allocations in accordance with Section 3.4(a), the Collateral Trustee may conclusively rely upon information supplied by the relevant Parity Lien Debt Representative as to the amounts of unpaid principal and interest and other amounts outstanding with respect to its respective Parity Lien Obligations and the Collateral Trustee shall have no liability to any of the Parity Lien Secured Parties for actions taken in reliance on such information; provided that nothing in this sentence shall prevent Company from contesting any amounts claimed by any Parity Lien Secured Party in any information so supplied but in the event of any such contest, the information delivered by any Parity Lien Debt Representative shall be applied conclusive, for purposes of the Collateral Trustee’s reliance, absent manifest error. Upon the request of the Collateral Trustee, the applicable Parity Lien Debt Representative shall deliver to the Collateral Trustee and the Company a certificate setting forth the information specified in this Section 3.4(d). All distributions made by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange ActCollateral Trustee pursuant to Section 3.4(a) shall not be applied (subject to its Obligations that are Excluded Swap Obligationsany decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Trustee shall have no duty to inquire as to the application by any Parity Lien Debt Representative in respect of any amounts distributed to such Parity Lien Debt Representative.

Application of Proceeds. Subject to the terms of any First Lien Intercreditor Agreement and any Second Lien Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Credit Party (or from The proceeds of any Collateral) following any acceleration collection, sale, disposition or other realization of Collateral upon the enforcement of the security for the Secured Obligations under (including for these purposes distributions of cash, securities or other property on account of the value of the Collateral in a bankruptcy case of any Grantor), including any Collateral consisting of cash, shall be applied as follows (or as this Agreement or Section 5.5 may be amended from time to time with the consent of the Applicable Priority Lien Representative (if any Event of Default with respect Priority Lien Obligations are outstanding), the Trustee and the Additional Agent, if any, to the Borrower under Section 11.4 shall be applied: (i) firstextent necessary to add Junior Lien Indebtedness or permit additional junior debt): FIRST, to the payment of all reasonable and documented costs and reasonable expenses incurred by the Administrative Agent or the Collateral Agent in connection with any such collection or sale of the Collateral or otherwise in connection with this Agreement or any Credit other Finance Document, including all court costs and the reasonable and documented out-of-pocket court costs fees and documented expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Finance Document on behalf of any Credit Party Grantor and any other reasonable and documented out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (ii) secondFinance Document; SECOND, to the Secured Parties, an amount (x) equal payment to the Agents on a pro rata basis until in full of all Obligations owing constituting fees, indemnities, expenses and other amounts (other than principal and interest) owed to them the Agents in their capacities as such; THIRD, to each Priority Lien Representative on the date of any distribution and (y) sufficient to Cash Collateralize all L/C Obligations on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts a pro rata basis until payment in full and Cash Collateralize of all L/C Obligationsof the remaining Priority Lien Obligations (other than the amounts referred to in the immediately following paragraph), then ratably (without priority of any one over any other) the amounts so distributed to such be applied by the applicable Priority Lien Representatives among the Priority Secured Parties in proportion accordance with the relevant Priority Agreement; FOURTH, to each Priority Lien Representative on a pro rata basis until payment in full of all interest or entitlement to fees or expenses or other charges that accrue on the Priority Lien Obligations after the commencement of any Insolvency or Liquidation Proceeding with respect to the unpaid amounts thereof Borrower or any of its Subsidiaries, whether or not allowed or allowable in any such proceeding (it being understood that if it is held that the Priority Lien Obligations and/or the Bond Obligations and Pari Passu Payment Lien Obligations constitute only one secured class (rather than separate classes for the Priority Lien Obligations and/or the Bond Obligations and Pari Passu Payment Lien Obligations), all distributions pursuant to Cash Collateralize the L/C Obligations; and (iii) third, any surplus then remaining this provision FOURTH shall be paid made as if there were separate classes of claims); FIFTH, to each Authorized Representative on a pro rata basis until the payment in full of all of the Bond Obligations and Pari Passu Payment Lien Obligations, the amounts so distributed to be applied by the applicable Authorized Representative among the Bond Secured Parties in accordance with the Indenture and among the holders of Pari Passu Payment Lien Obligations in accordance with the Additional Loan Documents, as applicable; SIXTH, to each Authorized Representative on a pro rata basis until the payment in full of all interest or entitlement to fees or expenses or other charges that accrue on the Bond Obligations and Pari Passu Payment Lien Obligations after the commencement of any Insolvency or Liquidation Proceeding, whether or not allowed or allowable in any such proceeding; SEVENTH, to each Priority Lien Representative on a pro rata basis the payment in full of all of the Disqualified Priority Obligations, the amounts so applied to be distributed among the Priority Secured Parties in accordance with the relevant Priority Agreement; EIGHTH, to each Priority Lien Representative on a pro rata basis the payment in full of all interest or entitlement to fees or expenses or other charges that accrue on the Disqualified Priority Obligations after the commencement of any Insolvency or Liquidation Proceeding with respect to the applicable Credit Parties Borrower or any of its Subsidiaries, whether or not allowed or allowable in any such proceeding; and NINTH, to the Grantors, their successors or assigns or to whomsoever may be lawfully entitled to receive the same assigns, or as a court of competent jurisdiction may otherwise direct; provided that any amount applied to Cash Collateralize any L/C Obligations that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.