Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. The proceeds received by 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The From and after the date on which the Administrative Agent has taken any action pursuant to this Section 8.2 and until all Obligations of the Loan Parties have been paid in full, any and all proceeds received by Collateral the Administrative Agent in respect for the ratable account of the Lenders and other holders of the Obligations from any sale of, collection from or other realization upon all disposition of the Collateral, or any part of the Collateral pursuant to thereof, or the exercise of any other remedy by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansAdministrative Agent, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (ai) Firstfirst, to reimburse the Administrative Agent and the Lenders for out-of-pocket costs, expenses and disbursements, including reasonable attorneys’ and paralegals’ fees and legal expenses, incurred by the Administrative Agent or the Lenders in connection with realizing on the Collateral or collection of any Obligations of any of the Loan Parties under any of the Loan Documents, including advances made by the Lenders or any one of them or the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; (ii) second, to the payment of all reasonable costs that portion of the Obligations constituting accrued and expensesunpaid interest on the Loans and other Obligations, fees, commissions and Taxes of in such sale, collection or other realization including compensation to manner as the Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent may determine in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Documentits discretion; (biii) Secondthird, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant to Obligations constituting unpaid principal of the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewithLoans; (civ) Third, without duplication of amounts applied pursuant to clauses (a) and (b) abovefourth, to the indefeasible payment in full in cashof that portion of the Obligations constituting accrued and unpaid fees and expenses; (v) fifth, pro ratato the Administrative Agent for the account of the Issuing Lender to cash collateralize that portion of the Letter of Credit Obligations, if any, comprised of interest and other amounts constituting the aggregate undrawn amount of Letters of Credit; (vi) sixth, to the repayment of all Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourthunpaid incurred under Other Lender Provided Financial Service Products or any Lender Provided Interest Rate Hedge, to in such manner as the indefeasible payment Administrative Agent may determine in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonits discretion; and (evii) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated required by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoLaw.

Application of Proceeds. The proceeds received by Collateral If an Event of Default shall have occurred and be continuing, the Administrative Agent in respect of any sale ofmay apply, collection from at such time or other realization upon times as the Administrative Agent may elect, all or any part of proceeds constituting Collateral in payment of the Collateral Obligations (and in the event the Loans and other Obligations are accelerated pursuant to Section 8.3, the exercise by Administrative Agent shall, from time to time, apply the proceeds constituting Collateral Agent of its remedies, or otherwise received after acceleration in payment of the Loans, shall be applied, Obligations) in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsthe following order: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes expenses of such any sale, collection or other realization on the Collateral, including compensation to Administrative Agent and Collateral Agent and their respective agents and counselreimbursement for all costs, and all expenses, liabilities and advances made or incurred by the Administrative Agent or Collateral Agent in connection therewith (including all reasonable costs and expenses of every kind incurred in connection any action taken pursuant to any Loan Document or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the other Secured Parties hereunder, reasonable attorneys’ fees and disbursements and any other amount required by any provision of law (including Section 9-615(a)(3) of the UCC)), and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant hereunder and under the other Loan Documents and all advances made by the Administrative Agent hereunder and thereunder for the account of any Loan Party (excluding principal and interest in respect of any Loans extended to such Loan Party), and to the provisions payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any Credit right or remedy hereunder or under this Agreement or any other 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 towards all other Obligations (including, without duplication, Guarantor Obligations with respect to Loans), pro rata among the Secured Parties according to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part amounts of the Collateral appointed pursuant to Obligations then held by the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and (including all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewithObligations arising under Specified Swap Agreements); (c) Third, without duplication of amounts applied pursuant to clauses (a) for application by it towards the ABL Obligations, if any, as and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in extent required by the Security Intercreditor Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing;; and (d) Fourth, to the indefeasible any balance of such proceeds remaining after all of such obligations shall have been satisfied by payment in full in cashimmediately available funds and the Commitments shall have been terminated, pro rata, of principal amount be paid over to or upon the order of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations applicable Loan Party or to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person whosoever may be lawfully entitled thereto (including to receive the applicable Credit Party or its successors or assigns) same or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds received by Collateral Agent in respect of any sale ofLenders, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and the Collateral Agent agree, as among such parties, as follows: subject to the terms of the ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, after the occurrence and their respective agents during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and counseloutstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, to pay interest on and then principal of Agent Advances then outstanding, second, to pay interest on and then principal of Swingline Loans then outstanding, third, to pay all expenses, liabilities reasonable out-of-pocket costs and advances made or incurred by expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent or and the Collateral Agent in connection therewith with enforcing the rights of the Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all amounts for which Administrative expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or Collateral Agentto preserve its security interest in the Collateral), as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Secondfourth, to the payment of pay all other reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of such sale, collection or other realization and of any receiver of any part each of the Collateral appointed pursuant Lenders and each of the Issuing Lenders in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents, fifth, to pay (on a ratable basis) (A) interest on and then principal of Revolving Credit Loans then outstanding and any Reimbursement Obligations then outstanding, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the applicable Security Documents including compensation Administrative Agent and (B) any outstanding obligations payable under (i) Designated Cash Management Agreements, up to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties amount of Designated Cash Management Reserves then in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) effect with respect thereto and (bii) aboveDesignated Hedging Agreements up to the amount of Designated Hedging Reserves then in effect with respect thereto, sixth, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations pay obligations under Cash Management Arrangements with any Cash Management Party (other than principalpursuant to any Designated Cash Management Agreements, reimbursement obligations in respect of L/C Liabilities and obligations but including any amounts not paid pursuant to Cash Collateralize L/C Liabilitiesclause “fifth”(B)(i) above), Permitted Hedging Arrangements (other than pursuant to any Designated Hedging Agreements, but including any amounts not paid pursuant to clause “fifth”(B)(ii) above) and Management Guarantees entered into with any feesManagement Credit Provider (as defined in the Guarantee and Collateral Agreement) permitted hereunder and secured by the Guarantee and Collateral Agreement, premiums and scheduled periodic payments due seventh, 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 “fifth” 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 Issuing Lender from time to time for any drawings under Obligations arising under Secured Cash Management Agreements such Letters of Credit and Swap Contracts that constitute Secured (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in such clause “fifth”. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Lenders and Issuing Lenders based on their respective Commitment Percentages. This Subsection 10.15 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Subsections 2.6, 2.7 and 2.8, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Security Guarantee and Collateral Agreement) and with respect to any interest accrued thereon, in each case equally and ratably in accordance Guarantor shall not be paid with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party received from such Guarantor or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any assets and such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Excluded Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the disregarded in any application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent Collection Amounts pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretopreceding paragraph.

Application of Proceeds. The proceeds received by Collateral If an Event of Default shall have occurred and be continuing, and the Obligations shall have been accelerated or a Liquidation shall have been commenced, the Agent in respect of any sale of, collection from or other realization upon shall apply all or any part of Proceeds constituting Collateral, whether or not held in the Collateral pursuant to the exercise by Collateral Agent of its remediesAgent’s Account, or otherwise received after acceleration and any proceeds of the Loans, shall be appliedguarantee set forth in Section 2, in full or payment of the Obligations in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) the following order: First, to the payment of pay all reasonable costs incurred and unpaid fees, expenses, indemnities, and other amounts (including fees, commissions charges and Taxes disbursements of counsel to the Agent and the Co-Collateral Agents) payable to the Agent and the Co-Collateral Agents (each in its capacity as such) under the Loan Documents, pro rata among such Persons according to the amounts of such sale, collection or other realization including compensation Obligations then due and owing and remaining unpaid to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) each; Second, to the payment of pay all other reasonable costs incurred and expenses of such saleunpaid expenses, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costsindemnities, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations interest and fees, and Obligations relating to Cash Management Services and Bank Products) payable to the Lenders, the Swingline Lender and the Issuing Lenders (including fees, charges and disbursements of counsel to the respective Lenders, the Swingline Lender and the Issuing Lenders and amounts payable under Section 2.12), under the Loan Documents, pro rata among such Persons according to the amounts of such Obligations then due and owing and remaining unpaid to each; Third, to pay all accrued and unpaid interest on all Permitted Overadvances, to the Agent or pro rata among the Lenders, as applicable, according to the amounts of such Obligations then due and owing and remaining unpaid to each; Fourth, to pay all the unpaid principal on all Permitted Overadvances, to the Agent or pro rata among the Lenders, as applicable, according to the amounts of such Obligations then due and owing and remaining unpaid to each; Fifth, to pay all accrued and unpaid interest on the Swingline Advances (to the extent that Swingline Advances have not been refinanced by a Revolving Advance); Sixth, to pay all the unpaid principal of the Swingline Advances (to the extent that Swingline Advances have not been refinanced by a Revolving Advance); Seventh, to pay all accrued and unpaid interest on all Advances, and fees, payable to the Lenders and the Issuing Lenders under the Loan Documents, pro rata among such Persons according to the amounts of such Obligations then due and owing and remaining unpaid to each; Eighth, to pay all the unpaid principal on all Advances, pro rata among the Lenders according to the amounts of such Obligations then due and owing and remaining unpaid to the Lenders; Ninth, to pay all other amounts then due and owing and remaining unpaid in respect of L/C Liabilities and obligations the Obligations (other than Obligations relating to Cash Collateralize L/C Liabilities) Management Services and any feesBank Products), premiums and scheduled periodic payments due under pro rata among the Lenders according to the amounts of the Obligations arising under Secured (other than Obligations relating to Cash Management Agreements Services and Swap Contracts that constitute Secured Obligations (as defined in the Security AgreementBank Products) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourthowing and remaining unpaid to the Lenders; Tenth, to the indefeasible applicable Lenders or Affiliates thereof towards the payment in full in cash, pro rata, of principal amount of the Obligations amounts then due and any premium thereon (including reimbursement obligations owing and remaining unpaid in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements Services and Swap Contracts that constitute Secured Obligations (as defined the prepayment, settlement and termination of Cash Management Services, pro rata among the applicable Lenders and Affiliates thereof according to the amounts then due and owing and remaining unpaid in the Security Agreement) and any interest accrued thereonrespect of Cash Management Services; and (e) Fifth, the balance, if anyEleventh, to the Person applicable Lenders or Affiliates thereof towards the payment of amounts then due and owing and remaining unpaid in respect of Bank Products, pro rata among the applicable Lenders and Affiliates thereof according to the amounts that would become due and owing upon the prepayment, settlement and termination of such Bank Products; and Twelfth, any balance remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding (unless the same has been cash collateralized in an amount equal to 105% of the aggregate then undrawn and unexpired amount of such Letters of Credit and all other Reimbursement Obligations or back-to-back letters of credit from an issuer and on terms acceptable to the Issuing Lender have been provided in respect of such Letters of Credit) and the Commitments shall have terminated shall be paid over to the Borrowers or to whomsoever may be lawfully entitled thereto (including to receive the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretosame.

Application of Proceeds. The From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2 and until Payment in Full, any and all proceeds received by Collateral the Administrative Agent in respect from any sale or other disposition of any sale ofcollateral, collection from or other realization upon all or any part of the Collateral pursuant to thereof, or the exercise of any other remedy by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansAdministrative Agent, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (ai) First, to the payment of all reasonable costs and expenses, that portion of the Obligations constituting fees, commissions indemnities, expenses and Taxes of such saleother amounts, collection or other realization including compensation attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and Collateral Agent and their respective agents and counselthe Swing Loan Lender in its capacity as such, and all expenses, liabilities and advances made or incurred by ratably among the Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant the Issuing Lender and Swing Loan Lender in proportion to the provisions of any Credit Documentrespective amounts described in this clause First payable to them; (bii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the applicable Security Documents Lenders under the Loan Documents, including compensation attorney fees, ratably among the Lenders in proportion to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties respective amounts described in connection therewiththis clause Second payable to them; (ciii) Third, without duplication to payment of amounts applied pursuant that portion of the Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders in proportion to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingdescribed in this clause Third payable to them; (div) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate Xxxxxx, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Xxxxxx and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, to the Administrative Agent for the account of the Issuing Lender, to cash collateralize any premium thereon (including reimbursement obligations in respect undrawn amounts under outstanding Letters of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonCredit; and (evi) FifthLast, the balance, if any, to the Person lawfully entitled thereto Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.4, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the applicable Credit Party or its successors or assignsexercise of remedies with respect to such Guaranty Agreement) or as a court from any proceeds of competent jurisdiction may direct. In the event that any such Non-Qualifying Party’s collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of any collateral from other Loan Parties that are insufficient Eligible Contract Participants with respect to pay such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto9.2.4.

Application of Proceeds. The 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, or otherwise received after acceleration of the Loans, remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to Administrative Agent and the Collateral Agent and their respective its agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or the Collateral Agent in connection therewith and all amounts for which Administrative the Collateral Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Loan 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; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest interest, premium and other amounts constituting Obligations (other than principalprincipal and Reimbursement Obligations), reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Specified Swap Agreements constituting Secured Obligations arising and any interest accrued thereon and any fees and interest due under any Secured Cash Management Agreements and Swap Contracts that constitute constituting Secured Obligations (as defined provided if more than $25,000,000 of Debt is outstanding under Cash Management Agreements that would be Secured Cash Management Agreements but for the dollar limitation contained in the Security definition of “Secured Cash Management Agreement,” each Cash Management Bank shall be deemed to be holding Secured Obligations on a pro rata basis when taken together with the amount of Debt under all Cash Management Agreements held by Cash Management Banks) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C LiabilitiesReimbursement Obligations) and any breakage, termination or other payments under Specified Swap Agreements constituting Secured Obligations arising and any interest accrued thereon and the principal amount owing under Secured Cash Management Agreements and Swap Contracts that constitute constituting Secured Obligations (as defined provided if more than $25,000,000 of Debt is outstanding under Cash Management Agreements that would be Secured Cash Management Agreements but for the dollar limitation contained in the Security definition of “Secured Cash Management Agreement) and any interest accrued thereon,” each Cash Management Bank shall be deemed to be holding Secured Obligations on a pro rata basis when taken together with the amount of Debt under all Cash Management Agreements held by Cash Management Banks); and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 11.028.2, the Credit Loan Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The 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, or otherwise received after acceleration of the Loans, remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreementthe Loan Documents, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to the Collateral Agent, the Administrative Agent and Collateral Agent and Agent, their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent and Administrative Agent or Collateral Agent in connection therewith and all amounts for which the Collateral Agent and Administrative Agent or Collateral Agent, as applicable is are entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under the Credit DocumentAgreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and 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 the Credit Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 pursuant to Section 2.05(e) of L/C Liabilities the Credit Agreement and obligations to Cash Collateralize L/C Liabilitiescash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under Swap Agreements or Treasury Services Agreements constituting Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect pursuant to Section 2.05(e) of L/C Liabilities the Credit Agreement and obligations to Cash Collateralize L/C Liabilitiescash collateralize Letters of Credit) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Swap Agreements and Swap Contracts that constitute Secured Treasury Services Agreements constituting Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person person lawfully entitled thereto (including the applicable Credit Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 11.025.02, the Credit Loan Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding The Collateral Agent shall have sole and absolute discretion as to the foregoingtime of application of any such proceeds, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together moneys or balances in accordance with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may bethis Agreement. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated Upon any sale of Collateral by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the terms receipt of Article XII hereof 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 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 itself and its Affiliates as if a “Lender” party heretothe misapplication thereof.

Application of Proceeds. The proceeds Any Proceeds and other monies or property received by Collateral Agent pursuant to the terms of this Agreement or any Loan Document may be applied as follows: First, to Agent, the aggregate amount of all documented costs, expenses, indemnities and other amounts required to be reimbursed to Agent, in its capacity as such, until paid in full; Second, to Agent, for the ratable benefit of Lenders (in accordance with the portion funded by each Lender), the aggregate amount of all Obligations arising on account of payments made by Agent in accordance with Section 8.2, until repaid in full; Third, to Lenders, ratably in accordance with principal amount of the Loans held by each Lender, an amount equal to the aggregate costs, expenses, indemnities or other amounts then required to be reimbursed to such Lender, until paid in full; Fourth, to Lenders, ratably in accordance with aggregate amount of any fees, premiums or similar payments due to each Lender in respect of any sale ofthe Loans held by such Lender, collection from an amount equal to the aggregate fees, premiums or other realization upon all or any part of the Collateral pursuant similar such payments due to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration such Lender in respect of the Loans, shall be applied, until paid in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) Firstfull; Fifth, to the payment of all reasonable costs and expensesLenders, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due accrued and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations unpaid interest in respect of L/C Liabilities the Loans and obligations the other Obligations due to Cash Collateralize L/C Liabilities) each Lender, an amount equal to the aggregate accrued and unpaid interest on the Loans and other Obligations then due, until paid in full; Sixth, to Lenders, ratably in accordance outstanding principal due to each Lender in respect of the Loans, an amount equal to the aggregate principal outstanding in respect of the Loans then due, until paid in full; Seventh, to Agent and each Lender, ratably in accordance with any breakageother Obligations due to such Lender, termination or an amount equal to all other payments under Obligations arising under Secured Cash Management Agreements due and Swap Contracts that constitute Secured Obligations (as defined payable to Agent and each Lender, until paid in the Security Agreement) full; and any interest accrued thereon; and (e) FifthLast, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) Borrower or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the otherwise required by applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretolaw.

Application of Proceeds. The proceeds received by Collateral If an Event of Default shall have occurred and be continuing, the Administrative Agent in respect of any sale ofmay apply, collection from at such time or other realization upon times as the Administrative Agent may elect, all or any part of proceeds constituting Collateral in payment of the Collateral Obligations (and in the event the Loans and other Obligations are accelerated pursuant to Section 8.2, the exercise by Administrative Agent shall, from time to time, apply the proceeds constituting Collateral Agent of its remedies, or otherwise received after acceleration in payment of the Loans, shall be applied, Obligations) in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsthe following order: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes expenses of such any sale, collection or other realization on the Collateral, including compensation to Administrative Agent and Collateral Agent and their respective agents and counselreimbursement for all costs, and all expenses, liabilities and advances made or incurred by the Administrative Agent or Collateral Agent in connection therewith (including all reasonable costs and expenses of every kind incurred in connection any action taken pursuant to any Loan Document or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the other Secured Parties hereunder, reasonable attorneys’ fees and disbursements and any other amount required by any provision of law (including Section 9-615(a)(3) of the Uniform Commercial Code)), and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant hereunder and under the other Loan Documents and all advances made by the Administrative Agent hereunder and thereunder for the account of any Loan Party (excluding principal and interest in respect of any Loans extended to such Loan Party), and to the provisions payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any Credit right or remedy hereunder or under this Agreement or any other 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 towards all other Obligations (including, without duplication, Guarantor Obligations with respect to Loans), pro rata among the Secured Parties according to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part amounts of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred Obligations then held by the other Secured Parties in connection therewith;Parties; and (c) Third, without duplication any balance of amounts applied pursuant to clauses (a) and (b) above, to such proceeds remaining after all of the indefeasible Obligations shall have been satisfied by payment in full in cashimmediately available funds and the Commitments shall have been terminated, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations be paid over to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in or upon the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount order of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations applicable Loan Party or to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person whosoever may be lawfully entitled thereto (including to receive the applicable Credit Party or its successors or assigns) same or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2 [Consequences of Event of Default] and until all Obligations of the Loan Parties have been paid in full, any and all proceeds received by Collateral the Administrative Agent in respect of from any sale of, collection from or other realization upon all disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Collateral pursuant to Agent or the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansAdministrative Agent, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, that portion of the Obligations constituting fees, commissions indemnities, out-of-pocket expenses and Taxes other amounts (including reasonable fees, charges and disbursements of such salecounsel to the Administrative Agent, collection or other realization including compensation to Administrative the Syndication Agent and the Collateral Agent and their respective agents and counselAgent) payable to the Administrative Agent, and all expenses, liabilities and advances made or incurred by Administrative the Syndication Agent or the Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, their respective capacities as applicable is entitled to indemnification pursuant to the provisions of any Credit Documentsuch; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the applicable Security Documents Lenders and the Issuing Lenders (including compensation fees, charges and disbursements of counsel to the other Secured Parties respective Lenders and their agents and counsel and all coststhe Issuing Lenders) arising under the Loan Documents, liabilities and advances made or incurred by ratably among them in proportion to the other Secured Parties respective amounts described in connection therewiththis clause (b) payable to them; (c) Third, without duplication to payment of amounts applied pursuant to clauses (a) that portion of the Obligations constituting accrued and (b) aboveunpaid Letter of Credit Fees and interest on the Loans, to the indefeasible payment in full in cash, pro rata, Letter of interest Credit Borrowings and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements the Loan Documents, ratably among the Lenders and Swap Contracts that constitute Secured Obligations (as defined the Issuing Lenders in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with proportion to the respective amounts thereof then due and owingdescribed in this clause (c) payable to them; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount Administrative Agent for the account of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations Issuing Lenders, to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under that portion of Letter of Credit Obligations arising under Secured comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in Collateralized by the Security Borrower pursuant to this Agreement) and any interest accrued thereon; and; (e) Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Letter of Credit Borrowings and Obligations then owing under Specified Swap Agreements and Other Lender Provided Financial Service Product, ratably among the Lenders, the Issuing Lenders and the providers of Specified Swap Agreements and Other Lender Provided Financial Service Product in proportion to the respective amounts described in this clause (e) held by them; and (f) Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) Borrower or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiencyotherwise required by Law. Notwithstanding the foregoing, (a) amounts received from the Borrower or any Guarantor that is not a Qualified ECP Loan Party shall not be applied to the Obligations that are Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this clause (a), the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause Fifth above from amounts received from Qualified ECP Loan Party to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause Fifth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause Fifth above) and (b) Obligations arising under Secured Cash Management Specified Swap Agreements and Credit Swap Contracts Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank counterparty to such Specified Swap Agreement or Swap ProviderOther Lender Provided Financial Service Product, as the case may be. Each Cash Management Bank or counterparty to a Specified Swap Provider Agreements and Other Lender Provided Financial Service Products not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article XII Section 10 [The Administrative Agent] hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds (a) Prior to an Event of Default, all payments made hereunder shall be applied by the Administrative Agent as directed by the Borrower, but subject to the terms of this Agreement, including the application of prepayments according to Section 2.05 and Section 2.13. From and during the continuance of any Event of Default, any monies or Property actually received by 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Administrative Agent pursuant to this Agreement or any other Loan Document (other than as a result of the exercise of any rights or remedies under any Security Instrument or any other agreement with the Borrower, any Guarantor or any of their respective Subsidiaries which secures any of the Secured Obligations), shall be applied as determined by the Administrative Agent, but subject to the terms of this Agreement, promptly by Collateral Agent as follows: (a) First, including the application of prepayments according to the payment of all reasonable costs Section 2.05 and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document;Section 2.13. (b) Notwithstanding the foregoing, in the event that the Obligations have been accelerated pursuant to Section 7.02 or 7.03 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or in any other Loan Document, all monies or Property 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 any Security Instrument or any other agreement with the Borrower, any Guarantor or any of their respective Subsidiaries which secures any of the Secured Obligations, shall be applied in accordance with Section 2.13 and otherwise in the following order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such and the Issuing Lender in its capacity as such, ratably among the Administrative Agent and Issuing Lender in proportion to the respective amounts described in this clause First payable to them; Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costsObligations constituting fees, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Advances and Letter of Credit Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Advances, Letter of Credit Obligations and all other payment obligations constituting Secured Obligations (other than principalObligations entitled to priority under clauses First, reimbursement obligations Second and Third clauses above), ratably among the Secured Parties in respect of L/C Liabilities and obligations proportion to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourthdescribed in this clause Fourth payable to them; Fifth, to the indefeasible payment in full in cash, pro rata, of principal amount Administrative Agent for the account of the Obligations Issuing Lender, to cash collateralize any Letters of Credit then outstanding; and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) FifthLast, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) Borrower or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiencyotherwise required by Legal Requirements. Notwithstanding the foregoing, (a) payments and collections received by the Administrative Agent from any Loan Party that is not a Qualified ECP Guarantor (and any proceeds received in respect of such Loan Party’s Collateral) shall not be applied to Excluded Swap Obligations arising under with respect to any Loan Party, provided, however, that the Administrative Agent shall make such adjustments as it determines is appropriate with respect to payments and collections received from the other Loan Parties (or proceeds received in respect of such other Loan Parties’ Collateral) to preserve, as nearly as possible, the allocation to Secured Cash Management Agreements Obligations otherwise set forth above in this Section 7.06 (assuming that, solely for purposes of such adjustments, Secured Obligations includes Excluded Swap Obligations), and Credit Swap Contracts shall (b) Banking Services Obligations and Lender Hedge Obligations may be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, Secured Party as the case may be. Each Cash Management Bank or Swap Provider Secured Party not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof VIII for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The Subject to the provisions of the Collateral Agency Intercreditor Agreement and any Pari Passu Intercreditor Agreement, the proceeds received by 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C LiabilitiesLiabilities and amounts specified in clause (d)(y) below) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of (x) principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and (y) any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2 [Consequences of Event of Default] and until all Obligations of the Loan Parties have been Paid in Full, any and all proceeds received by Collateral the Administrative Agent in respect of from any sale of, collection from or other realization upon all disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Collateral pursuant to Agent or the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansAdministrative Agent, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (a) First, to the payment of all reasonable costs and expenses, that portion of the Obligations constituting fees, commissions indemnities, out-of-pocket expenses and Taxes other amounts (including reasonable fees, charges and disbursements of such salecounsel to the Administrative Agent, collection or other realization including compensation to Administrative the Syndication Agent and the Collateral Agent and their respective agents and counselAgent) payable to the Administrative Agent, and all expenses, liabilities and advances made or incurred by Administrative the Syndication Agent or the Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, their respective capacities as applicable is entitled to indemnification pursuant to the provisions of any Credit Documentsuch; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the applicable Security Documents Lenders and the Issuing Lenders (including compensation fees, charges and disbursements of counsel to the other Secured Parties respective Lenders and their agents and counsel and all coststhe Issuing Lenders) arising under the Loan Documents, liabilities and advances made or incurred by ratably among them in proportion to the other Secured Parties respective amounts described in connection therewiththis clause (b) payable to them; (c) Third, without duplication to payment of amounts applied pursuant to clauses (a) that portion of the Obligations constituting accrued and (b) aboveunpaid Letter of Credit Fees and interest on the Loans, to the indefeasible payment in full in cash, pro rata, of interest Reimbursement Obligations and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements the Loan Documents, ratably among the Lenders and Swap Contracts that constitute Secured Obligations (as defined the Issuing Lenders in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with proportion to the respective amounts thereof then due and owingdescribed in this clause (c) payable to them; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount Administrative Agent for the account of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations Issuing Lenders, to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under that portion of Letter of Credit Obligations arising under Secured comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in Collateralized by the Security Borrower pursuant to this Agreement) and any interest accrued thereon; and; (e) Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and Obligations then owing under Specified Swap Agreements and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lenders and the providers of Specified Swap Agreements and Other Lender Provided Financial Service Products in proportion to the respective amounts described in this clause (e) held by them; and (f) Last, the balance, if any, after all of the Obligations have been indefeasibly Paid in Full, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) Borrower or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiencyotherwise required by Law. Notwithstanding the foregoing, (a) amounts received from the Borrower or any Guarantor that is not a Qualified ECP Loan Party shall not be applied to the Obligations that are Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this clause (a), the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause Fifth above from amounts received from Qualified ECP Loan Party to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause Fifth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause Fifth above) and (b) Obligations arising under Secured Cash Management Specified Swap Agreements and Credit Swap Contracts Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank counterparty to such Specified Swap Agreement or Swap ProviderOther Lender Provided Financial Service Product, as the case may be. Each Cash Management Bank or counterparty to a Specified Swap Provider Agreements and Other Lender Provided Financial Service Products not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article XII Section 10 [The Agents] hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The (a) Upon the occurrence and during the continuation of an Event of Default, if requested by Required Lenders, or upon acceleration of all the Obligations pursuant to Section 7.01, all proceeds received by the Administrative Agent or the Collateral Agent in respect of any sale of, collection from from, or other realization upon all or any part of the Collateral pursuant under any Loan Document shall, subject to the exercise Pari Passu Intercreditor Agreement and any other applicable intercreditor or subordination agreement entered into by the Collateral Agent of its remediesin accordance with the terms hereof, or otherwise received after acceleration of be applied by the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Administrative Agent as follows: (ai) First, to the payment of all reasonable costs and expenses, that portion of the Secured Obligations constituting fees, commissions indemnities, expenses and Taxes of such sale, collection or other realization including compensation amounts (other than principal and interest) payable to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral each Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, its capacity as applicable is entitled to indemnification pursuant to the provisions of any Credit Documentsuch; (bii) Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders, ratably among them in proportion to the amounts described in this clause Second payable to them; (iii) Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest (including, but not limited to, post-petition interest), ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; (iv) Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal, unreimbursed LC Disbursements or face amounts of the Loans, and Swap Termination Value under Secured Swap Agreements and Secured Cash Management Obligations and for the account of the Issuing Bank, to Cash Collateralize that portion of Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part Secured Obligations of the Collateral appointed pursuant Loan Parties that are due and payable to the applicable Security Documents including compensation to Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonon such date; and (evi) FifthLast, the balance, if any, after all of the Secured Obligations have been paid in full, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) Borrower or as a court otherwise required by law. Subject to Section 2.05(c), amounts used to Cash Collateralize the aggregate undrawn amount of competent jurisdiction may directLetters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. In If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the event that any such proceeds are insufficient other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiencyBorrower. Notwithstanding the foregoing, (a) amounts received from any Guarantor that is not a “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to the obligations that are Excluded Swap Obligations arising under and (b) Secured Cash Management Agreements and Credit Swap Contracts Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may beLender Counterparty. Each Cash Management Bank or Swap Provider Lender Counterparty not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article XII VIII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The 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 Loan Parties have been paid in full, any and all proceeds received by Collateral the Administrative Agent in respect of from any sale of, collection from or other realization upon all disposition of the Collateral, or any part of the Collateral pursuant to thereof, or the exercise of any other remedy by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansAdministrative Agent, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (ai) Firstfirst, to reimburse the Administrative Agent and the Lenders for out-of-pocket costs, expenses and disbursements, including reasonable attorneys’ and paralegals’ fees and legal expenses, incurred by the Administrative Agent or the Lenders in connection with realizing on the Collateral or collection of any Obligations of any of the Loan Parties under any of the Loan Documents, including advances made by the Lenders or any one of them or the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; (ii) second, to the payment repayment of all reasonable costs Obligations of fees and expensesexpenses associated with the Loans then due and unpaid of the Loan Parties to the Lenders or their Affiliates incurred under this Agreement or any of the other Loan Documents or agreements evidencing any Lender Provided Interest Rate Hedge or Other Lender Provided Financial Services Obligations, whether of principal, interest, fees, commissions expenses or otherwise and Taxes to cash collateralize the Letter of Credit Obligations, in such sale, collection or other realization including compensation to manner as the Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent may determine in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Documentits discretion; (biii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith;third, (c) Third, without duplication of amounts applied pursuant to clauses (a) with respect to any proceeds received from, and Collateral of, any Revolver Borrower (b) aboveincluding, but not limited to the indefeasible payment in full in cashXxxxxxxxx Coal Company, pro rataInc.), of interest Xxxxxxxxx Resources Holdings, LLC, Xxxxxxxxx Energy, Inc., and other amounts constituting Obligations their Subsidiaries (other than principal, reimbursement obligations in respect Excluded Subsidiaries or any Term Borrowers or such Term Borrower’s Subsidiaries) to the repayment of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under all Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance associated with the respective amounts thereof Revolving Credit Loans then due and owing; (d) Fourthunpaid, first to the indefeasible payment in full in cash, pro rata, of principal amount Revolver Lenders and their Affiliates incurred under this Agreement or any of the Obligations other Loan Documents or agreements evidencing any Lender Provided Interest Rate Hedge or Other Lender Provided Financial Services Obligations, whether of principal, interest or otherwise and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including Term Lenders and their Affiliates for the applicable Credit Party or its successors or assigns) or repayment of all Obligations associated with the Term Loans then due and unpaid, in such manner as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may requestdetermine in its discretion, (b) with respect to any proceeds received from, from and Collateral of, any Term Borrower (other than Xxxxxxxxx Coal Company, Inc.), Elk Creek GP, LLC, Western Diamond LLC, Western Land Company, LLC and their Subsidiaries (other than Excluded Subsidiaries, any Revolver Borrowers, Xxxxxxxxx Resources Holdings, LLC, Xxxxxxxxx Energy, Inc., Xxxxxxxxx Coal Company, Inc. and their Subsidiaries) to the applicable Cash Management Bank repayment of all Obligations associated with the Term Loans then due and unpaid, first to the Term Lenders and their Affiliates incurred under this Agreement or Swap Providerany of the other Loan Documents or agreements evidencing any Lender Provided Interest Rate Hedge or Other Lender Provided Financial Services Obligations, whether of principal, interest or otherwise and the balance, if any, to the Revolver Lenders and their Affiliates for the repayment of all Obligations associated with the Revolving Credit Loans then due and unpaid, in such manner as the Administrative Agent may determine in its discretion; and (iv) the balance, if any, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated required by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoLaw.

Application of Proceeds. The After the occurrence of an Event of Default or the acceleration of the Obligations, the proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral and of property of Persons other than the Borrower securing the Obligations shall be applied by the Agent to payment of the Obligations in the following order, unless all Holders otherwise agree in writing or a court of competent jurisdiction shall otherwise direct: (i) FIRST, to payment of all costs and expenses of the Agent and the Lenders incurred in connection with the preservation, collection and enforcement of the Obligations, or of any of the Liens granted to the Agent or the Lenders pursuant to the exercise Collateral Documents or otherwise, including, without limitation, any amounts advanced by Collateral the Agent to protect or preserve the Collateral; (ii) SECOND, to payment of its remediesaccrued and unpaid interest on the Swing Line Loan; (iii) THIRD, or otherwise received after acceleration to payment of the Loansprincipal of the Swing Line Loan; (iv) FOURTH, to payment of that portion of the Obligations (excluding the Swing Line Loan and Cash Management Obligations) constituting accrued and unpaid interest and fees and indemnities payable under Article 1 hereof and Annex D hereof ratably among the Agent and the Lenders in accordance with the proportion which the accrued interest and fees and indemnities payable under such Article 1 and Annex D constituting such Obligations owing to the Agent and each such Lender at such time bears to the aggregate amount of accrued interest and fees and indemnities payable under such Article 1 and Annex D constituting such Obligations owing to the Agent and all Lenders at such time until such interest, fees and indemnities shall be applied, paid in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows:full; (av) FirstFIFTH, to payment of the principal of the Obligations (excluding the Swing Line Loan and Cash Management Obligations), ratably among the Agent and the Lenders in accordance with the proportion which the principal amount of such Obligations owing to the Agent and each such Lender, as applicable, bears to the aggregate principal amount of such Obligations owing to the Agent and all Lenders until such principal of such Obligations shall be paid in full, with that portion of the Obligations constituting Letter of Credit Obligations instead being cash collateralized in accordance with Annex J hereof; (vi) SIXTH, to the payment of all reasonable costs and expensesCash Management Obligations, fees, commissions and Taxes ratably among the Lenders in accordance with the proportion which the amount of such sale, collection or other realization including compensation Cash Management Obligations owing to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant each such Lender bears to the provisions aggregate principal amount of any Credit Document;such Cash Management Obligations owing to all Lenders until such Cash Management Obligations shall be paid in full; and (bvii) SecondSEVENTH, to the payment of all other reasonable costs and expenses of such saleObligations, collection or other realization and of any receiver of any part of ratably among the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably Lenders in accordance with the respective amounts thereof then due and owing; (d) Fourth, proportion which the amount of such other Obligations owing to each such Lender bears to the indefeasible payment in full in cash, pro rata, of aggregate principal amount of the such other Obligations and any premium thereon (including reimbursement obligations owing to all Lenders until such other Obligations shall be paid in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonfull; and (eviii) FifthEIGHTH, the balance, if any, after all of the Obligations has been indefeasibly satisfied, shall, except as otherwise provided in any Loan Document, be deposited by the Agent in an operating account or accounts of the Borrower with the Agent designated by the Borrower or paid over to such other Person or Persons as may be required by law. The Borrower acknowledges and agrees that they shall remain severally liable to the Person lawfully entitled thereto (including extent of any deficiency between the applicable Credit Party or its successors or assigns) or as a court amount of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full of the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent Collateral and the Collateral Agent pursuant aggregate amount of the sums referred to in the terms first through eighth clauses above in respect of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoObligations.

Application of Proceeds. The proceeds received by 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) FirstThe Administrative Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as follows FIRST, to the payment of all reasonable and documented out-of-pocket costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or expenses incurred by the Administrative Agent or Collateral Agent in connection therewith with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all documented out-of-pocket court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all amounts for which advances made by the Administrative Agent hereunder or Collateral Agentunder any other Loan Document on behalf of any Grantor and any other costs or expenses, as applicable is entitled indemnities and other amounts incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to indemnification pursuant payment of that portion of the Secured Obligations constituting indemnities and other amounts (other than principal, interest and fees) due and payable to the provisions Secured Parties (including fees, charges and disbursements of any Credit Document; (bcounsel to the respective Secured Parties) Secondarising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause SECOND payable to them; THIRD, to payment of that portion of the Secured Obligations constituting accrued and unpaid fees and interest on the Revolving Loans, Swingline Loans, Term Loans, LC Disbursements and other Secured Obligations arising under the Loan Documents, ratably among the Secured Parties in proportion to the respective amounts described in this clause THIRD payable to them; FOURTH, ratably to (i) payment of that portion of the Secured Obligations constituting unpaid principal of the Revolving Loans, Swingline Loans, Term Loans, LC Disbursements and other Secured Obligations and Secured Obligations then owing under Secured Swap Obligations and Secured Cash Management Obligations, ratably among the Secured Parties and (ii) to the Administrative Agent for the account of the Issuing Banks, to cash collateralize that portion of the aggregate LC Exposure comprised of the aggregate undrawn amount of Letters of Credit, in each case in proportion to the respective amounts described in this clause FOURTH held by them; FIFTH, ratably to payment of all other reasonable costs Secured Obligations until the Discharge of Secured Obligations has occurred; and expenses SIXTH, any surplus remaining after such application to the Grantors or to whomever may be legally entitled thereto. (a) Upon any sale of Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 sale, collection purchaser or other realization and of any receiver purchasers shall not be obligated to see to the application of any part of the Collateral appointed pursuant purchase money paid over to the applicable Security Documents including compensation Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Administrative Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Parties and their agents and counsel and all costsObligations. (b) Notwithstanding anything herein or the Credit Agreement to the contrary, liabilities and advances made or incurred (i) prior to the Discharge of Secured Obligations, any exercise by the Administrative Agent of rights and remedies in respect of the Collateral shall be made at the direction or request, or with the consent, of the Required Lenders, and no other Secured Parties in connection therewith;Lenders. (c) ThirdSo long as the Discharge of Secured Obligations has not occurred, without duplication any Collateral or Proceeds thereof received by any Secured Party in connection with the exercise of amounts applied pursuant to clauses any right or remedy (aincluding set off) and (b) above, relating to the indefeasible payment Collateral in full contravention of this Agreement shall be segregated and held in cash, pro rata, trust and forthwith paid over to the Administrative Agent for the benefit of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under the Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined Parties in the Security Agreement) and same form as received, with any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) necessary endorsements or as a court of competent jurisdiction may otherwise direct. . (d) In the event that any such proceeds are insufficient to pay of the Secured Obligations shall be paid in full and such payment or any part thereof shall subsequently, for whatever reason (including, but not limited to, an order or judgment for disgorgement of a preference under any bankruptcy or insolvency laws, or the items described settlement of any claim in clauses (a) through (c) respect thereof), be required to be returned or repaid, the terms and conditions of this Section 11.024.02 shall be fully applicable thereto until the Secured Obligations shall again have been paid in full in cash. (e) The relative rights hereunder of the Secured Parties in or to any distributions from or in respect of any Collateral, shall continue after the Credit Parties shall remain liablefiling thereof on the same basis as prior to the date of the petition, jointly and severallysubject to any court order approving the financing of, for or use of cash collateral by, any deficiencyGrantor as a debtor-in-possession. Notwithstanding the foregoingIf, Obligations in any proceeding arising under bankruptcy or insolvency laws, debt obligations of the reorganized debtor secured by Liens upon any Collateral of the reorganized debtor are distributed on account of the Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from Obligations, then the application described above if Administrative Agent has not received written notice thereof, together with provisions of this Section 4.02 will survive the distribution of such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent debt obligations pursuant to any plan effected pursuant to a proceeding under bankruptcy or insolvency laws and will apply with like effect to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoLiens securing such debt obligations.

Application of Proceeds. The (a) Upon the occurrence and during the continuation of an Event of Default, if requested by Required Lenders, or upon acceleration of all the Obligations pursuant to Section 7.01, all proceeds received by the Administrative Agent or the Collateral Agent in respect of any sale of, collection from from, or other realization upon all or any part of the Collateral pursuant under any Loan Document shall, subject to the exercise Pari Passu Intercreditor Agreement and any other applicable intercreditor or subordination agreement entered into by the Collateral Agent of its remediesin accordance with the terms hereof, or otherwise received after acceleration of be applied by the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Administrative Agent as follows: (ai) First, to the payment of all reasonable costs and expenses, that portion of the Secured Obligations constituting fees, commissions indemnities, expenses and Taxes of such sale, collection or other realization including compensation amounts (other than principal and interest) payable to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral each Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, its capacity as applicable is entitled to indemnification pursuant to the provisions of any Credit Documentsuch; (bii) Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders, ratably among them in proportion to the amounts described in this clause Second payable to them; (iii) Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest (including, but not limited to, post-petition interest), ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; (iv) Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal or face amounts of the Loans, and Swap Termination Value under Secured Swap Agreements and Secured Cash Management Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part Secured Obligations of the Collateral appointed pursuant Loan Parties that are due and payable to the applicable Security Documents including compensation to Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonon such date; and (evi) FifthLast, the balance, if any, after all of the Secured Obligations have been paid in full, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) Borrower or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiencyotherwise required by law. Notwithstanding the foregoing, (a) amounts received from any Guarantor that is not a “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to the obligations that are Excluded Swap Obligations arising under and (b) Secured Cash Management Agreements and Credit Swap Contracts Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may beLender Counterparty. Each Cash Management Bank or Swap Provider Lender Counterparty not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article XII VIII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds received by Lenders, the Administrative Agent and the ABL Collateral Agent in respect agree, as among such parties, as follows: subject to the terms of any sale ofapplicable intercreditor agreement, collection from or other realization upon all or any part of including the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Base Intercreditor Agreement, promptly by Collateral Agent as follows:after the occurrence and during the continuance of an Event of Default, (a) Firstall amounts collected or received by the Administrative Agent, the ABL Collateral Agent, any Lender or any Issuing Lender under any U.S. Security Documents or otherwise with respect to any U.S. Loan Party under any Loan Document, in each case on account of amounts then due and outstanding under any of the Loan Documents shall be applied as follows: first, to the payment pay interest on and then principal of Agent Advances made as Tranche A U.S. Facility Revolving Credit Loans then outstanding, second, to pay all reasonable out-of-pocket costs and expenses, fees, commissions expenses (including reasonable attorneys’ fees to the extent provided in the Loan Documents) due and Taxes owing hereunder of such sale, collection or other realization including compensation to the Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or the ABL Collateral Agent in connection therewith with enforcing the rights of the Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all amounts for which expenses with respect to the sale or other realization of or in respect of the Collateral granted under the U.S. Security Documents and any sums advanced to the ABL Collateral Agent to preserve its security interest in the Collateral granted under the U.S. Security Documents), third, to pay interest on and then principal of Swing Line Loans then outstanding, fourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders and each of the Issuing Lenders in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents, fifth, to pay interest on and then principal of Tranche A U.S. Facility Revolving Credit Loans then outstanding and any Reimbursement Obligations in respect of Letters of Credit issued by a U.S. Facility Issuing Lender then outstanding and to cash collateralize any outstanding U.S. Facility L/C Obligations in respect of Letters of Credit issued by a U.S. Facility Issuing Lender on terms reasonably satisfactory to the Administrative Agent or Collateral Agent, as applicable is entitled applicable, on a pro rata basis, sixth, to indemnification pay interest on and then principal of Tranche A Canadian Facility Revolving Credit Loans then outstanding and any Reimbursement Obligations in respect of Letters of Credit issued by a Canadian Facility Issuing Lender then outstanding and to cash collateralize any outstanding L/C Obligations in respect of Letters of Credit issued by a Canadian Facility Issuing Lender on terms reasonably satisfactory to the Administrative Agent, as applicable, on a pro rata basis, seventh, to pay interest on and the principal of Tranche A-1 U.S. Facility Revolving Credit Loans then outstanding and all Qualified Secured Bank Product Obligations of any U.S. Loan Party to the extent a Bank Product Reserve has been established with respect thereto up to and including the amount most recently specified to the Administrative Agent pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonterms hereof, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourthon a pro rata basis, eighth, to pay interest on and the indefeasible payment in full in cashprincipal of Tranche A-1 Canadian Facility Revolving Credit Loans then outstanding on a pro rata basis, pro rataninth, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured pay all Obligations (as such term is defined in the Security U.S. Guarantee and Collateral Agreement) and any interest accrued thereon; all Obligations (as such term is defined in the Canadian Guarantee and Collateral Agreement) not referenced in clauses first through eighth above pro rata to the Secured Parties (as such term is defined in the U.S. Guarantee and Collateral Agreement) and the Secured Parties (as such term is defined in the Canadian Guarantee and Collateral Agreement) entitled thereto and (e) Fifth, tenth, to pay the balancesurplus, if any, to the Person whomever may be lawfully entitled thereto to receive such surplus. To the extent that any amounts available for distribution pursuant to clause fifth or sixth 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 ABL Collateral Agent in a cash collateral account and applied (including x) first, to reimburse the applicable U.S. Facility Issuing Lender or Canadian Facility Issuing Lender from time to time for any drawings under such Letters of Credit Party and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in such clause fifth or its successors or assigns) or as a court of competent jurisdiction may directsixth. In To the event that extent any such proceeds amounts available for distribution pursuant to clause ninth are insufficient to pay all obligations described therein in full full, such moneys shall be allocated pro rata among the items described in clauses Revolving Lenders and Issuing Lenders based on their respective Commitment Percentages; and (ab) through (c) of this Section 11.02all amounts collected or received by the Administrative Agent, the Credit Parties shall remain liableABL Collateral Agent, jointly any Issuing Lender or any Canadian Facility Lender under any Canadian Security Document or otherwise with respect to any Canadian Loan Party under any Loan Document, in each case on account of amounts then due and severally, for outstanding under any deficiency. Notwithstanding of the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts Loan Documents shall be excluded from applied as follows: first, to pay interest on and then principal of Agent Advances made as Tranche A Canadian Facility Revolving Credit Loans to the application described above if Administrative Agent has not received written notice thereofCanadian Borrower then outstanding, together with such supporting documentation as Administrative Agent may requestsecond, from to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the applicable Cash Management Bank or Swap Provider, as extent provided in the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given Loan Documents) due and owing hereunder of the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the ABL Collateral Agent in connection with enforcing the rights of the Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses with respect to the sale or other realization of or in respect of the Collateral granted under the Canadian Security Documents and any sums advanced to the ABL Collateral Agent to preserve its security interest in the Collateral granted under the Canadian Security Documents), third, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Canadian Facility Lenders and each of the Canadian Facility Issuing Lenders in connection with enforcing such Canadian Facility Lender’s or such Canadian Facility Issuing Lender’s rights under the Loan Documents, fourth, to pay interest on and then principal of Tranche A Canadian Facility Revolving Credit Loans then outstanding and any Reimbursement Obligations in respect of Letters of Credit issued by a Canadian Facility Issuing Lender then outstanding and to cash collateralize any outstanding L/C Obligations in respect of Letters of Credit issued by a Canadian Facility Issuing Lender on terms reasonably satisfactory to the Administrative Agent, as applicable, on a pro rata basis, fifth, to pay interest on and the principal of Tranche A-1 Canadian Facility Revolving Credit Loans then as outstanding and all Qualified Secured Bank Product Obligations of any Canadian Loan Party to the extent a Bank Product Reserve has been established with respect thereto up to and including the amount most recently specified to the Administrative Agent pursuant to the terms hereof, in each case on a pro rata basis, sixth, to pay any Obligations (as such term is defined in the Canadian Guarantee and Collateral Agreement) owing to Canadian Secured Parties not referenced in clauses first through fifth above and seventh 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 fourth above are attributable to the issued but undrawn amount of Article XII hereof outstanding Letters of Credit issued by a Canadian Facility Issuing Lender which are then not yet required to be reimbursed hereunder, such amounts shall be held by the ABL Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable Canadian Facility Issuing Lender from time to time for itself any drawings under such Letters of Credit and its Affiliates (y) then, following the expiration of all Letters of Credit issued by a Canadian Facility Issuing Lender, to all other obligations of the types described in such clause fourth. To the extent any amounts available for distribution pursuant to clause fourth are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Canadian Facility Lenders and Canadian Facility Issuing Lenders based on their respective Tranche A Canadian Facility Commitment Percentages or Tranche A-1 Canadian Facility Commitment Percentages, as if a “Lender” party heretoapplicable.

Application of Proceeds. The From and after the date on which Agent has taken any action pursuant to this Section 8.2 and until all Obligations of the Loan Parties have been paid in full (other than contingent indemnification obligations to the extent no claims giving rise thereto have been asserted) and all Letters of Credit have been cash-collateralized as provided in this Agreement, any and all proceeds received by Collateral Agent in respect of or any Bank from any sale of, collection from or other realization upon all disposition of the Collateral, or any part of the Collateral pursuant to thereof, or the exercise of any other remedy by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansAgent, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (ai) Firstfirst, to reimburse Agent for reasonable out-of-pocket costs, expenses and disbursements, including reasonable attorneys’ and paralegals’ fees and legal expenses, incurred by Agent in connection with realizing on the Collateral or collection of any Obligations of the Loan Parties under any of the Loan Documents, including advances made by Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; (ii) second, to the payment repayment or prepayment of all reasonable costs and expenses, fees, commissions and Taxes any Loans (whether for unreimbursed Letter of such sale, collection Credit drawings or other realization including compensation to Administrative otherwise) made by Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made not reimbursed by a Bank or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Documenta Borrower under Section 9.15; (biii) Secondthird, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with each Bank’s Ratable Share, to reimburse Banks (other than Defaulting Banks) for reasonable out-of-pocket costs, expenses and disbursements, including reasonable attorneys’ and paralegals’ fees and legal expenses, incurred by each such Bank in connection with realizing on the respective amounts thereof then due Collateral or collection of any Obligations of the Loan Parties under any of the Loan Documents, including advances made by such Banks for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and owingthe like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral, in each case, to the extent such costs, expenses and disbursements are otherwise reimbursable to the Banks under this Agreement; (div) Fourthfourth, to cash collateralize all unexpired and undrawn Letters of Credit in accordance with Section 2.8.3.4; (v) fifth, to the indefeasible payment repayment or prepayment of all Obligations, in full such manner as Agent may determine in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonits discretion; and (evi) Fifthsixth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated required by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoLaw.

Application of Proceeds. The All cash proceeds received by Collateral the Administrative Agent in respect of any sale of, collection from from, or other realization upon upon, all or any part of the Collateral pursuant may, in the discretion of the Administrative Agent, be held, to the exercise extent permitted under applicable law, by Collateral the Administrative Agent of its remediesas additional collateral security for, or otherwise received then or at any time thereafter be applied (after acceleration payment of any amounts payable to the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Administrative Agent pursuant to this AgreementSections 11.3 and 11.4 of the Credit Agreement and Section 6.4 below) in whole or in part by the Administrative Agent against, promptly by Collateral Agent as followsall or any part of the Secured Obligations in the following order: (a) Firstfirst, to the payment of all reasonable costs and expenses, fees, commissions and Taxes the expenses of such sale, collection sale or other realization including reasonable compensation to the Administrative Agent and Collateral Agent and their respective its agents and counsel, and all expenses, liabilities and advances incurred or made or incurred by the Administrative Agent or Collateral Agent in connection therewith therewith, and all amounts any other unreimbursed expenses for which the Administrative Agent or Collateral Agent, as applicable is entitled to indemnification be reimbursed pursuant to Sections 11.3 and 11.4 of the provisions of any Credit DocumentAgreement or Section 6.4 hereof and unpaid fees owing to the Administrative Agent under the Credit Agreement; (b) Secondsecond, to the ratable payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of accrued but unpaid interest on the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewithLoans; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) abovethird, to the indefeasible ratable (i) payment in full in cashof unpaid principal of the Loans under the Credit Agreement, pro rata, (ii) reduction of interest and other amounts constituting Obligations "credit exposure" under Rate Protection Agreements (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably "credit exposure" being determined at such time in accordance with the respective amounts thereof then due customary methods of calculating credit exposure under similar arrangements by the counterparty to such arrangements), and owing(iii) cash collateralization of Letter of Credit Outstandings; (d) Fourthfourth, to the indefeasible ratable payment in full in cash, pro rata, of principal amount of all other amounts payable by the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments Obligors under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Credit Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if anyfifth, to the Person lawfully entitled thereto (including ratable payment of all other Secured Obligations owing under any Loan Document, and then to be held as additional collateral security until the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may directTermination Date, until all Secured Obligations shall have been paid in full. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as The Administrative Agent may requestmake distributions hereunder in cash or in kind or, from the applicable Cash Management Bank on a ratable basis, in any combination thereof. Any surplus of such cash or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated cash proceeds held by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and remaining after payment in full of all the Collateral Agent pursuant Secured Obligations, and the termination of all Commitments, shall be paid over to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoPledgor or to whomsoever may be lawfully entitled to receive such surplus.

Application of Proceeds. The proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon all or any part Unless and until the Majority Lenders have exercised their right to direct the liquidation of the Collateral pursuant to this Article VI, all proceeds received in respect of the exercise Collateral will be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received after the Majority Lenders have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent of its remedies, or otherwise received after acceleration (at the direction of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows:Majority Lenders): (a) Firstfirst, to the payment of taxes, registration and filing fees then due and owing by the Borrower, so long as the Borrower is treated for U.S. federal income tax purposes as an entity disregarded as separate from a sole owner, in respect of Borrower or its assets; second, to the payment to the Collateral Agent for all reasonable costs due and expensesunpaid Collateral Agent Fees, fees, commissions and Taxes of such sale, collection or all other realization including compensation Administrative Expenses owing to Administrative Agent and the Collateral Agent and their respective agents all amounts owing and counselpayable hereunder, or under any other Loan Documents, to the Collateral Administrator, the Custodian, the Securities Intermediary and the Document Custodian (including, in each case, without limitation, indemnity payments); and third, to the payment to the Administrative Agent for all due and unpaid Administrative Agent Fees and all expenses, liabilities and advances made or incurred by other Administrative Expenses owing to the Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent(including, as applicable is entitled to indemnification pursuant to the provisions of any Credit Documentwithout limitation, indemnity payments); (b) Secondto the payment of Administrative Expenses (other than those paid under clause (a) above), in the order of priority set forth in the definition of “Administrative Expenses”; (c) to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant amounts due to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewithAgents hereunder; (cd) Thirdto the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party or the defaulting party); (e) to the payment to the Services Provider of all due and unpaid Senior Services Fees in an amount not to exceed the accrued Senior Services Fees for one Due Period; (f) first, without duplication to the payment to the Lenders hereunder on a pro rata basis of all amounts applied due which constitute principal and interest (excluding the additional two percent of interest payable at the Post-Default Rate); and second, to the payment to the Lenders hereunder on a pro rata basis of all interest payable at the Post-Default Rate (to the extent not paid in clause “first” above) and all amounts due which constitute Increased Costs and all other amounts on and in respect of all Loans; (g) to the payment of all amounts due to any Interest Hedge Counterparty under all Interest Hedge Agreements to the extent not paid under clause (d) above; (h) to the payment of all amounts due to the Services Provider for any due and unpaid Subordinated Services Fees; and (i) to the Borrower or for payment as directed by the Borrower, including to make a distribution to the Parent. If on any date that payments are made pursuant to this Section 6.4 the amount available to be paid pursuant to any of the foregoing clauses (a) through (h) is insufficient to make the full amount of the disbursements required pursuant to any such clause, such payments will be applied in the order and according to the priority set forth in clauses (a) through (h) above and (bexcept as provided in subclauses “first”, “second” and “third” of clause (a) above and subclauses “first” and “second” of clause (f) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, owing under any such clause to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds extent funds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoavailable therefor.

Application of Proceeds. The proceeds received by Subject to the ABL Intercreditor Agreement, if an Event of Default shall have occurred and be continuing and the Loans shall have been accelerated pursuant to Section 8 of the Credit Agreement, at any time at the Collateral Agent’s election, subject to the terms of any Intercreditor Agreement, the Collateral Agent in respect of any sale of, collection from or other realization upon may apply all or any part of the Proceeds constituting Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration and any proceeds of the Loans, shall be appliedguarantee set forth in Section 2, in full or payment of the Secured Obligations, and shall make any such application in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) the following order: First, to pay incurred and unpaid reasonable, out-of-pocket fees and expenses of the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to Agents under the provisions of any Credit Document; (b) Loan Documents; Second, to the payment of all other reasonable costs and expenses of such saleCollateral Agent, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred for application by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible it towards payment in full in cash, pro rata, of interest and other all Unfunded Advances/Participations (the amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations so applied to Cash Collateralize L/C Liabilities) be distributed between or among the Administrative Agent and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably Issuing Lender pro rata in accordance with the respective amounts thereof of Unfunded Advances/Participations owed to them on the date of any such distribution); Third, to the Collateral Agent, for application by it towards payment of amounts then due and owing; owing and remaining unpaid in respect of the Secured Obligations (d) or, in the case of Letters of Credit, the Cash Collateralization thereof in accordance with Section 8.1 of the Credit Agreement), including any Pari Passu Distribution Hedge Obligations, the Pari Passu Distribution Additional Obligations and Cash Management Obligations, but excluding any Hedge Agreement Obligations not constituting Pari Passu Distribution Hedge Obligations or any Additional Obligation not constituting Pari Passu Distribution Additional Obligations pro rata among the Secured Parties according to the amounts of such Secured Obligations then due and owing and remaining unpaid to each of them (or, in the case of Letters of Credit, the amounts required for such Cash Collateralization); Fourth, to the indefeasible Collateral Agent, for application by it towards payment in full in cash, pro rata, of principal amount of the Obligations amounts then due and any premium thereon (including reimbursement obligations owing and remaining unpaid in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and Hedge Agreement Obligations or Additional Obligations; Fifth, any breakagebalance of such Proceeds remaining after the Secured Obligations shall have been paid in full (other than any remaining Additional Obligations, termination or other payments under Obligations arising under Secured Hedge Agreement Obligations, Cash Management Agreements Obligations and Swap Contracts contingent or indemnification obligations not then due), no Letter of Credit (that constitute Secured Obligations (as defined in is not Cash Collateralized) shall be outstanding and the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if anyCommitments shall have been terminated, to the Person Term Collateral Agent, in accordance with the ABL Intercreditor Agreement; and Sixth, any remaining balance after the application in full pursuant to clause Fifth above, shall be paid over to the Borrower or to whomsoever shall be lawfully entitled thereto (including to receive the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretosame.

Application of Proceeds. The proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon all or any part Unless and until the Controlling Parties have exercised their right to direct the liquidation of the Collateral pursuant to this Article VI, all proceeds received in respect of the exercise Collateral will be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received after the Controlling Parties have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent of its remedies, or otherwise received after acceleration (at the direction of the Loans, shall be appliedControlling Parties), in full or in part, together accordance with any other sums then held the directions provided by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsthe Administrative Agent: (a) Firstfirst, to the payment of taxes, registration and filing fees then due and owing by the Borrower; second, on a pro rata basis, (x) to the payment to the Collateral Agent, the Collateral Administrator and the Collateral Custodian for all reasonable costs due and expensesunpaid Collateral Agent, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent Collateral Administrator Fees and Collateral Agent Custodian Fees and their respective agents all other Administrative Expenses owing to the Collateral Agent, all amounts owing and counselpayable hereunder and under the other Loan Documents to the Collateral Administrator, the Custodian, the Subordinated Note Registrar, the Bank, as Securities Intermediary and the Collateral Custodian (including, in each case, without limitation, indemnity payments) and (y) without prejudice to any other separate agreement, to the payment to the Delaware Trustee in respect of fees owed to the Delaware Trustee, and all expenses, liabilities and advances made or incurred by other Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled Expenses payable to indemnification the Delaware Trustee pursuant to the provisions of any Credit DocumentTrust Agreement; and third, to the payment to the Administrative Agent for all due and unpaid Administrative Agent Fees and all other Administrative Expenses owing to the Administrative Agent (including, without limitation, indemnity payments); (b) Secondto the payment of Administrative Expenses (other than those paid under clause (a) above), in the order of priority set forth in the definition of “Administrative Expenses”; provided that the aggregate amount of payments under this clause (b) shall not exceed the Quarterly Cap; (c) to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant amounts due to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewithAgents hereunder; (cd) Thirdto the payment of all amounts due to the Interest Hedge Counterparties under all Interest Hedge Agreements (exclusive of any early termination or liquidation payment owing by the Borrower by reason of the occurrence of an event of default or termination event thereunder with respect to such Interest Hedge Counterparty where such Interest Hedge Counterparty is the sole affected party or the defaulting party); (e) unless waived by the Collateral Manager, without duplication which waiver shall be permanent and irrevocable, to the payment to the Collateral Manager all due and unpaid Collateral Management Fees in an amount not to exceed the accrued Collateral Management Fees for one Due Period; (f) first, to the payment to the Lenders hereunder on a pro rata basis of all amounts due which constitute principal and interest (excluding the additional two percent of interest payable at the Post-Default Rate); and second, to the payment to the Lenders hereunder on a pro rata basis of all interest payable at the Post-Default Rate (to the extent not paid in clause “first” above) and all amounts due which constitute Increased Costs and all other amounts on and in respect of all Loans; (g) to the payment of amounts applied described in clause (b) above to the extent not paid thereunder (without regard to the Quarterly Cap); (h) to the payment of all amounts due to any Interest Hedge Counterparty under all Interest Hedge Agreements to the extent not paid under clause (d) above; (i) to the payment of all amounts due to the Collateral Manager for any due and unpaid Collateral Management Fees to the extent not paid under clause (e) above (provided that, for the avoidance of doubt, no waived Collateral Management Fees shall be payable pursuant to this clause (i)); and (j) any remainder, to the Subordinated Noteholders (on a pro rata basis). If on any date that payments are made pursuant to this Section 6.4 the amount available to be paid pursuant to any of the foregoing clauses (a) through (i) is insufficient to make the full amount of the disbursements required pursuant to any such clause, such payments will be applied in the order and according to the priority set forth in clauses (a) through (i) above and (bexcept as provided in subclauses “first”, “second” and “third” of clause (a) above and subclauses “first” and “second” of clause (f) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, owing under any such clause to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds extent funds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoavailable therefor.

Application of Proceeds. (a) The Borrowers shall use the proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral 2nd Tranche DDTLs, to: (i) with respect to the Initial 2nd Tranche Draw, (A) with respect to an aggregate principal amount of $55,000,000 thereof, to purchase components of Digital Currency Miners pursuant to the exercise by Collateral Agent Intel Supply Agreement and (B) with respect to an aggregate principal amount of its remedies$6,000,000 thereof, or otherwise received after acceleration of to fund operations under the Loans, Hosting Agreement (it being understood and agreed that any Discretionary 2nd Tranche Draw shall be appliedused exclusively in accordance with this clause (B)), in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows:and (aii) Firstwith respect to the Subsequent 2nd Tranche Draw (A) with respect to an aggregate principal amount of $22,000,000 thereof, to the payment of all reasonable costs and expensespay related costs, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification ODM packaging expenses pursuant to the provisions Packaging Agreement, in an amount of approximately $20,000,000 and (B) with respect to an aggregate principal amount thereof equal to the difference of $8,000,000 minus the amount of any Credit Document;DDTL Reduction applied (or required to be applied) to the 2nd Tranche DDTL Commitments, to pay the Origination Fee or, if the Origination Fee has already been paid, for such purposes and in such proportions the proceeds of the 3rd Tranche DDTLs and 4th Tranche DDTLs are required to be used. (b) SecondThe Borrowers shall use the proceeds of the 3rd Tranche DDTLs and 4th Tranche DDTLs, (i) to purchase Digital Currency Miners and related assets (including, without limitation, pursuant to a Permitted Acquisition, which shall be pledged as Collateral, and to pay related costs and installation expenses, including ODM packaging expenses, (and (ii) with respect to no more than 25% of the aggregate initial principal amount of Borrowings of 3rd Tranche DDTLs and 4th Tranche DDTLs, to the payment of all fund working capital needs and other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part general corporate purposes of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Loan Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities dividends and obligations to Cash Collateralize L/C Liabilities) distributions and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoon Indebtedness).

Application of Proceeds. The proceeds received At such intervals as may be mutually agreed upon by the Borrower and the Collateral Agent, or, if and whenever any Event of Default has occurred and is continuing, subject (to the extent applicable) to any Applicable Intercreditor Agreement, the Collateral Agent in respect of any sale of, collection from or other realization upon may apply all or any part of Proceeds constituting Collateral that it receives, whether or not held in any Collateral Account, any Securities Account or any Deposit Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Secured Obligations in the following order (it being understood that any application of such Proceeds constituting Collateral by the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to towards the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances the Secured Obligations shall be made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Secondfollowing order): first, to the payment of all other reasonable costs unpaid and unreimbursed documented out-of-pocket costs, expenses of such sale, collection or other realization and of any receiver of any part fees of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent (including to reimburse ratably any other Secured Parties which have advanced any of the same to the Collateral Agent), second, to the Administrative Agent, for application by it toward payment of all amounts then due and owing and remaining unpaid in respect of the Secured Obligations, pro rata among the Secured Parties according to the amount of the Secured Obligations then due and owing and remaining unpaid to the Secured Parties, and third, to the Administrative Agent, for application by it toward prepayment of the Secured Obligations, pro rata among the Secured Parties according to the amount of the Secured Obligations then held by the Secured Parties. Any balance of such Proceeds remaining after the Secured Obligations (other than Unasserted Contingent Obligations) have been paid in full (except as otherwise agreed by the affected Qualified Counterparties pursuant to the terms applicable Specified Hedge Agreements) any Specified Hedge Agreements have been cash collateralized or paid in full and all Commitments to extend credit under the Loan Documents have terminated, shall be paid over to the Borrower. For purposes of Article XII hereof this Section, to the extent that any Obligation is unmatured, unliquidated or contingent (other than Unasserted Contingent Obligations) at the time any distribution is to be made pursuant to clause second above, the Collateral Agent shall allocate a portion of the amount to be distributed pursuant to such clause for itself the benefit of the Secured Parties holding such Secured Obligations and its Affiliates shall hold such amounts for the benefit of such Secured Parties until such time as such Secured Obligations become matured, liquidated and/or payable at which time such amounts shall be distributed to the holders of such Secured Obligations to the extent necessary to pay such Secured Obligations in full (with any excess to be distributed in accordance with this Section as if distributed at such time). In making determinations and allocations required by this Section, the Collateral Agent may conclusively rely upon information provided to it by the holder of the relevant Secured Obligations (which, in the case of the immediately preceding sentence shall be a “Lender” party heretoreasonable estimate of the amount of the Secured Obligations) and shall not be required to, or be responsible for, ascertaining the existence of or amount of any Secured Obligations.

Application of Proceeds. The proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon all or any part Notwithstanding anything herein to the contrary (but subject to Section 2.14(f) and the terms of the Collateral pursuant Intercreditor Agreement), during an Event of Default, monies to be applied to the exercise Secured Obligations, whether arising from payments by Collateral Agent of its remediesLoan Parties, realization on Collateral, setoff or otherwise received after acceleration of the Loansotherwise, shall be applied, in full allocated as follows (including any payments received with respect to adequate protection payments or in part, together with other distributions relating to the Secured Obligations during the pendency of any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows:reorganization or insolvency proceeding): (a) First, to the payment of all reasonable costs and expenses, feesincluding Extraordinary Expenses, commissions and Taxes of such sale, collection or other realization including compensation owing to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative any Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit DocumentReceiver; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant amounts owing to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewitha Swingline Lender on Swingline Loans; (c) Third, without duplication of to all amounts applied pursuant owing to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingIssuing Banks on LC Obligations; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute all Secured Obligations constituting fees (as defined in the Security Agreement) and any interest accrued thereon; andother than Secured Bank Product Obligations); (e) Fifth, the balance, if anyto all Secured Obligations constituting interest (other than Secured Bank Product Obligations); (f) Sixth, to cash collateralize all outstanding Letters of Credit in an amount equal to 105% of LC Exposure; (g) Seventh, to all Loans; and (h) Eighth, to all other Secured Obligations. Amounts shall be applied to each category of Secured Obligations set forth above until Full Payment thereof and then to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may directnext category. In the event that any such proceeds If amounts are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02satisfy a category, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts they shall be excluded from applied on a pro rata basis among the application described above if Secured Obligations in the category. Amounts distributed with respect to any Secured Bank Product Obligations shall be the lesser of the maximum Secured Bank Product Obligations last reported to Administrative Agent has not received written notice thereofor the actual Secured Bank Product Obligations as calculated by the methodology reported to Administrative Agent for determining the amount due. No Agent shall have any obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, together with such supporting documentation as and Administrative Agent may request, request a reasonably detailed calculation of such amount from the applicable Cash Management Bank or Swap ProviderSecured Party. If a Secured Party fails to deliver such calculation within five days following request by Administrative Agent, as Administrative Agent may assume the case may beamount to be distributed is zero. Each Cash Management Bank or Swap Provider not a party The allocations set forth in this Section are solely to this Agreement that has given determine the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged rights and accepted the appointment priorities of Administrative Agent and Secured Parties as among themselves, and may be changed by agreement among them without the Collateral Agent pursuant to consent of any Loan Party. This Section is not for the terms benefit of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoor enforceable by any Loan Party.

Application of Proceeds. The 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, or otherwise received after acceleration of the Loans, remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to the Administrative Agent and Agent, the Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or and/or the Collateral Agent in connection therewith and all amounts for which the Administrative Agent or and/or Collateral Agent, as applicable Agent is entitled to indemnification pursuant to the provisions of any Credit Loan 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; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest interest, premium and other amounts constituting Obligations (other than principalprincipal and Reimbursement Obligations), reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Specified Swap Agreements constituting Secured Obligations arising and any interest accrued thereon (other than to the extent payable in clause Fourth) and any fees and interest due under any Secured Cash Management Agreements and Swap Contracts that constitute constituting Secured Obligations (as defined in the Security Agreement) and any reimbursement or other payment obligations, interest accrued thereonand obligations to provide cash collateral in respect of any Specified Letter of Credit constituting Secured Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C LiabilitiesReimbursement Obligations) and any breakage, termination or other payments under Specified Swap Agreements constituting Secured Obligations arising and any interest accrued thereon and the principal amount owing under Secured Cash Management Agreements and Swap Contracts that constitute constituting Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonObligations; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 11.028.2, the Credit Loan Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The Upon the occurrence and during the continuance of an Event of Default, the proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon upon, all or any part of the Senior Notes Pledged Collateral pursuant to and any cash held shall be applied by the exercise by Senior Notes Collateral Agent in the following order of its remediespriorities: first, or otherwise received after acceleration to payment of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes expenses of such sale, collection sale or other realization realization, including reasonable compensation to Administrative Agent and Collateral Agent and their respective agents and counselcounsel for the Senior Notes Collateral Agent, and all expenses, liabilities and advances incurred or made or incurred by Administrative Agent or the Senior Notes Collateral Agent in connection therewith therewith, and all amounts any other unreimbursed fees and expenses for which Administrative the Senior Notes Collateral Agent or Collateral Agent, as applicable is entitled to indemnification be reimbursed pursuant to Section 15 hereof; second, to the provisions ratable payment (based on the principal amount of any Credit Document; Senior Notes deemed by the Indenture to be outstanding at the time of distribution) of accrued but unpaid interest on such outstanding Senior Notes; third, to the ratable payment (bbased on the principal amount of Senior Notes deemed by the Indenture to be outstanding at the time of distribution) Secondof unpaid principal of such outstanding Senior Notes; fourth, to the ratable payment (based on the principal amount of Senior Notes deemed by the Indenture to be outstanding at the time of distribution) of all other Obligations, until all Obligations shall have been paid in full; and fifth, to the payment of to all other reasonable costs and expenses of persons who may be entitled by law thereto (including, without limitation, the Price Note Collateral Agent until such sale, collection or other realization and of any receiver of any part time as the Senior Notes Collateral Agent has received written notice from the Price Note Collateral Agent that the obligations of the Collateral appointed pursuant to Pledgor under the applicable Security Documents including compensation to Price Note and the other Secured Parties and their agents and counsel and all costsPrice Note Purchase Agreement have been satisfied in full), liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any , until all obligations to such proceeds are insufficient persons shall have been paid in full; and finally, to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant payment to the terms Pledgor or its successors or assigns, or as a court of Article XII hereof for itself and its Affiliates as if a “Lender” party heretocompetent jurisdiction may direct, of any surplus then remaining from such proceeds.

Application of Proceeds. The proceeds received by Collateral (a) Subject to the ABL Intercreditor Agreement or any other applicable Intercreditor Agreement entered into pursuant to this Agreement or any other Loan Document, if an Event of Default shall have occurred and be continuing, at any time at the Agent’s election, the Agent in respect may, notwithstanding the provisions of any sale ofSection 2.11, collection from or other realization upon apply all or any part of the net proceeds of US Collateral pursuant to realized through the exercise by Collateral the Agent of its remediesremedies under the US Security Documents, whether or otherwise received after acceleration not held in any Collateral Account, and any proceeds of the Loans, shall be appliedguarantee set forth in the US Security Documents, in full payment of the US Obligations in the following order (provided that if the terms of any Permitted Amendment provide for application of such proceeds to the payment of any US Obligations in a less favorable order, then the terms of such Permitted Amendment shall govern with respect to such US Obligations and the Agent shall apply such Proceeds in such different order): First, to payment of that portion of the US Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, US Cash Management Obligations, obligations under US Specified Swap Contracts and Reimbursement Obligations, but including attorneys’ fees payable under this Agreement and amounts payable under the guarantee set forth in the US Security Documents) payable to the Agent in its capacity as administrative agent or collateral agent; Second, to payment of that portion of the US Obligations constituting (or constituting guarantees of) fees, indemnities and other amounts (other than principal and interest, US Cash Management Obligations, obligations under the US Specified Swap Contracts, Reimbursement Obligations in partrespect of US Letters of Credit, together with any other sums and, to the extent payable under clause First, attorneys’ fees) payable to the US Secured Parties (including attorneys’ fees payable under this Agreement and amounts payable under the guarantee set forth in the US Security Documents), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, the US Swingline Lender to pay US Obligations in respect of US Swingline Loans (including interest) then due to the US Swingline Lender; Fourth, to payment of that portion of the US Obligations constituting (or constituting guarantees of) accrued and unpaid interest on the US Revolving Credit Loans and LC Disbursements in respect of US Letters of Credit, ratably among the holders of such US Obligations in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the US Obligations constituting (or constituting guarantees of) unpaid principal of the US Revolving Credit Loans and Reimbursement Obligations in respect of US Letters of Credit, and, to the extent required under Section 2.4(j), to Cash Collateralize the portion of the LC Disbursements in respect of US Letters of Credit comprised of the aggregate undrawn amounts of US Letters of Credit, ratably among the holders of such US Obligations in proportion to the respective amounts described in this clause Fifth held by Collateral Agent pursuant to this Agreementthem; Sixth, promptly by Collateral Agent as follows: (a) Firstprovided in clauses First through Fifth of Section 7.3(b); Seventh, to the payment of all reasonable costs and expenses, fees, commissions and Taxes amounts (or constituting guarantees of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (bamounts) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, payable under US Specified Swap Contracts and US Cash Management Obligations then due and payable and all other US Obligations of the US Loan Parties that are then due and payable to the indefeasible payment Agent and the other US Secured Parties on such date, ratably based upon the respective aggregate amounts of all such US Obligations owing to the Agent and the other US Secured Parties on such date; Eighth, as provided in full in cash, pro rata, clause Sixth of principal amount of the Obligations Section 7.3(b) below; and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) FifthNinth, the balance, if any, after all of the US Obligations have been paid in full, to the Person lawfully entitled thereto (including the applicable Credit relevant US Loan Party or its successors or assigns) or as a court otherwise required by applicable Requirements of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiencyLaw. Notwithstanding the foregoing, amounts received from any Loan Party that is not a Qualified ECP Guarantor shall not be applied to any Excluded Swap Obligation of such Loan Party. (i) The 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 US Collateral by the Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of proceeds in the amount agreed upon by the Agent or by the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the US 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 Agent or such officer or be answerable in any way for the misapplication thereof. (ii) Amounts used to Cash Collateralize US Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such US Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all US Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and subject to the limitations set forth above. (iii) Notwithstanding the foregoing, US Obligations arising under Secured in connection with US Cash Management Agreements and Credit Services or under US Specified Swap Contracts shall be excluded from the application described above if Administrative the Agent has not received written notice thereof, together with such supporting documentation as Administrative the Agent may request, from the applicable Cash Management Bank or Qualified Counterparty; provided that in no event shall proceeds of any Collateral of any US Loan Party that is not an “eligible contract participant” as defined in the Commodity Exchange Act be applied to any Excluded Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party Obligations. (b) Subject to any applicable Intercreditor Agreement entered into pursuant to this Agreement that has given or any other Loan Document, if an Event of Default shall have occurred and be continuing, at any time at the notice contemplated Agent’s election, the Agent may, notwithstanding the provisions of Section 2.11, apply all or any part of the net proceeds of Canadian Collateral realized through the exercise by the preceding sentence shallAgent of its remedies under the Canadian Security Documents, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in the Canadian Security Documents, in payment of the Canadian Obligations in the following order (provided that if the terms of any Permitted Amendment provide for application of such Proceeds to the payment of any Canadian Obligations in a less favorable order, then the terms of such Permitted Amendment shall govern with respect to such Canadian Obligations and the Agent shall apply such proceeds in such different order): First, to payment of that portion of the Canadian Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, Canadian Cash Management Obligations, obligations under Canadian Specified Swap Contracts and Reimbursement Obligations, but including attorneys’ fees payable under this Agreement and amounts payable under the guarantee set forth in the Canadian Security Documents) payable to the Agent in its capacity as administrative agent or collateral agent; Second, to payment of that portion of the Canadian Obligations constituting (or constituting guarantees of) fees, indemnities and other amounts (other than principal and interest, Canadian Cash Management Obligations, obligations under the Canadian Specified Swap Contracts, Reimbursement Obligations in respect of Canadian Letters of Credit, and, to the extent payable under clause First, attorneys’ fees) payable to the Canadian Secured Parties (including attorneys’ fees payable under this Agreement and amounts payable under the guarantee set forth in the Canadian Security Documents), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to the Canadian Swingline Lender to pay Canadian Obligations in respect of Canadian Swingline Loans (including interest) then due to the Canadian Swingline Lender; Fourth, to payment of that portion of the Canadian Obligations constituting (or constituting guarantees of) accrued and unpaid interest on the Canadian Revolving Credit Loans and LC Disbursements in respect of Canadian Letters of Credit, ratably among the holders of such Canadian Obligations in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the Canadian Obligations constituting (or constituting guarantees of) unpaid principal of the Canadian Revolving Credit Loans and Reimbursement Obligations in respect of Canadian Letters of Credit, and, to the extent required under Section 2.4(j), to Cash Collateralize the portion of the LC Disbursements in respect of Canadian Letters of Credit comprised of the aggregate undrawn amounts of Canadian Letters of Credit, ratably among the holders of such Canadian Obligations in proportion to the respective amounts described in this clause Fifth held by such noticethem; Sixth, be deemed to have acknowledged the payment of amounts (or constituting guarantees of amounts) then due and accepted payable under Canadian Specified Swap Contracts and Canadian Cash Management Obligations then due and payable and all other Canadian Obligations of the appointment of Administrative Canadian Loan Parties that are then due and payable to the Agent and the other Canadian Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Canadian Obligations owing to the Agent and the other Canadian Secured Parties on such date; and Seventh, the balance, if any, after all of the Canadian Obligations have been paid in full, to the relevant Canadian Loan Party or as otherwise required by applicable Requirements of Law. Notwithstanding the foregoing, amounts received from any Loan Party that is not a Qualified ECP Guarantor shall not be applied to any Excluded Swap Obligation of such Loan Party. (a) The 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 Canadian Collateral by the Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the terms receipt of Article XII hereof proceeds in the amount agreed upon by the Agent or by the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Canadian 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 Agent or such officer or be answerable in any way for itself the misapplication thereof. (b) Amounts used to Cash Collateralize Canadian Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Canadian Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Canadian Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and its Affiliates subject to the limitations set forth above. (c) Notwithstanding the foregoing, Canadian Obligations arising in connection with Canadian Cash Management Services or under Canadian Specified Swap Contracts shall be excluded from the application described above if the Agent has not received written notice thereof, together with such supporting documentation as if a the Agent may request, from the applicable Qualified Counterparty; provided that in no event shall proceeds of any Collateral of any Canadian Loan Party that is not an “Lendereligible contract participant” party heretoas defined in the Commodity Exchange Act be applied to any Excluded Swap Obligations.

Application of Proceeds. The From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2 and until Payment in Full, any and all proceeds received by Collateral the Administrative Agent in respect from any sale or other disposition of any sale ofcollateral, collection from or other realization upon all or any part of the Collateral pursuant to thereof, or the exercise of any other remedy by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansAdministrative Agent, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (ai) First, to the payment of all reasonable costs and expenses, that portion of the Obligations constituting fees, commissions indemnities, expenses and Taxes of such saleother amounts, collection or other realization including compensation attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and Collateral Agent and their respective agents and counselthe Swing Loan Lender in its capacity as such, and all expenses, liabilities and advances made or incurred by ratably among the Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant the Issuing Lender and Swing Loan Lender in proportion to the provisions of any Credit Documentrespective amounts described in this clause First payable to them; (bii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the applicable Security Documents Lenders under the Loan Documents, including compensation attorney fees, ratably among the Lenders in proportion to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties respective amounts described in connection therewiththis clause Second payable to them; (ciii) Third, without duplication to payment of amounts applied pursuant that portion of the Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders in proportion to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingdescribed in this clause Third payable to them; (div) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and any premium thereon payment obligations then owing under Lender Provided Interest Rate Xxxxxx, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Xxxxxx and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (including reimbursement obligations in respect v) Fifth, to the Administrative Agent for the account of L/C Liabilities and obligations the Issuing Lender, to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments undrawn amounts under Obligations arising under Secured outstanding Letters of Credit (to the extent not otherwise Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Collateralized pursuant to this Agreement) and any interest accrued thereon); and (evi) FifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Person lawfully entitled thereto Borrower or as otherwise required by Law. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order specified above. Notwithstanding anything to the contrary in this Section 9.2.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the applicable Credit Party or its successors or assignsexercise of remedies with respect to such Guaranty Agreement) or as a court from any proceeds of competent jurisdiction may directany such Non-Qualifying Party’s collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of any collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 9.2.5. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02addition, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements Lender Provided Interest Rate Xxxxxx and Credit Swap Contracts Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation documentation, as the Administrative Agent may reasonably request, from the applicable Cash Management Bank Lender or Swap ProviderAffiliate of a Lender, as the case may be. Each Cash Management Bank or Swap Provider Person not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article XII 11 hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds Subject to the terms of any ABL/Term Loan Intercreditor Agreement, any amount received by Collateral the Administrative Agent in respect from any Credit Party (or from proceeds of any sale of, collection from Collateral) during the continuance of a Cash Dominion Period or other realization upon all or following any part of the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, Obligations under this Agreement or any Event of Default with respect to any Borrower under Section 12.5 shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or expenses incurred by the Administrative Agent or Collateral Agent in connection therewith 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 amounts for which Protective Advances and any other advances made by the Administrative Agent hereunder or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions under any other Credit Document on behalf of any Credit DocumentParty and any other Obligations owing to, and reasonable and documented costs or expenses incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under any other Credit Document to the extent reimbursable hereunder or thereunder; (b) Secondsecond, to the payment of all other reasonable and documented costs and or expenses of such sale, collection or other realization and of incurred by any receiver of any part of the Collateral appointed pursuant Lender to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewithextent reimbursable hereunder; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) abovethird, to payment of all accrued unpaid interest on the indefeasible payment in full in cashObligations and Fees owed to the Administrative Agent, pro ratathe Lenders, and the Letter of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingCredit Issuer; (d) Fourthfourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations (other than Secured Cash Management Obligations, Secured Bank Product Obligations and Secured Hedge Obligations, including without limitation, any premium thereon (including reimbursement obligations in respect of L/C Liabilities Unpaid Drawings and obligations amounts necessary to Cash Collateralize L/C Liabilities) all Letters of Credit Outstanding and any breakageoutstanding Banker’s Acceptances and BA Equivalent Notes on the date of any payment, termination or and to the payment of any Obligations under any Designated Secured Bank Product/Hedge Agreements, which the Administrative Agent has acknowledged is subject to this clause (d); (e) fifth, to payment of any other payments under Obligations arising under Obligations, including Secured Cash Management Agreements and Swap Contracts that constitute Obligations, any Secured Bank Product Obligations (as defined in the Security Agreement) and any interest accrued thereonSecured Hedge Obligations; and (ef) Fifthsixth, the balance, if any, any surplus then remaining shall be paid to the Person lawfully entitled thereto (including the applicable Credit Party Parties or its their successors or assigns) assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. In the event ; provided that any amount applied to Cash Collateralize any Letters of Credit Outstanding that has not been applied to reimbursement of Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such proceeds are insufficient to pay Letters of Credit shall be applied by the Administrative Agent in full the items described order specified in clauses (a) through (cf) above. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, (ii) each of this Section 11.02the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses (b) through (e) above, and (iii) amounts applied to the Credit Parties principal of any Loans shall remain liablebe applied first, jointly to outstanding Swingline Loans and severallysecond, for any deficiencyto outstanding Revolving Loans. 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 Obligations arising under Secured Cash Management Agreements and Credit that are Excluded Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoObligations.

Application of Proceeds. The proceeds received by Notwithstanding any other provisions of the Loan Documents to the contrary, after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s election, the Collateral Agent in respect of any sale of, collection from or other realization upon may apply all or any part of proceeds constituting Collateral in payment of the Secured Obligations in the following order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel) payable to the Collateral pursuant Agent, in its capacity as such, under this Agreement and the other Loan Documents; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel) payable to the exercise by Collateral Agent and any Senior Notes Indenture Trustee, ratably among the Collateral Agent and any Senior Notes Indenture Trustee according to the amounts of its remediessuch fees, or otherwise received after acceleration indemnities, expenses and other amounts then due and owing and remaining unpaid to the Collateral Agent and any Senior Notes Indenture Trustee; Third, to the Collateral Agent, for application by the Collateral Agent to payment of that portion of the LoansSecured Obligations constituting fees, shall be appliedindemnities and other amounts (other than principal and interest, in full Term Loan Credit Agreement Additional Obligations, and Revolving Credit Agreement Additional Obligations), ratably among the Secured Parties according to the amounts of such fees, indemnities and other amounts then due and owing and remaining unpaid to the Secured Parties; Fourth, to the Collateral Agent, for application by the Collateral Agent to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on or in partrespect of the Secured Obligations (other than any such accrued or unpaid interest on or in respect of the Term Loan Credit Agreement Additional Obligations or the Revolving Credit Agreement Additional Obligations), together with any other sums ratably among the Secured Parties according to the amounts of such accrued and unpaid interest then held due and owing and remaining unpaid to the Secured Parties; Fifth, to the Collateral Agent, for application by the Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: payment of that portion of the Secured Obligations constituting (a) Firstunpaid principal on or in respect of the Secured Obligations, (b) Term Loan Credit Agreement Additional Obligations, and (c) Revolving Credit Agreement Additional Obligations, ratably among the Secured Parties according to the amounts of such unpaid principal, Term Loan Credit Agreement Additional Obligations and Revolving Credit Agreement Additional Obligations then due and owing and remaining unpaid to the Secured Parties; Sixth, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled for application by the Collateral Agent to indemnification pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs Secured Obligations and expenses of such sale, collection or other realization obligations which shall have become due and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties payable and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied not repaid pursuant to clauses (a) and (b) First through Fifth above, ratably among the Secured Parties according to the indefeasible payment in full in cash, pro rata, amount of interest the Secured Obligations and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, owing and remaining unpaid to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations Secured Parties; and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) FifthSeventh, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) Company or as a court of competent jurisdiction may directotherwise required by law. In the event that any such proceeds are insufficient to pay Notwithstanding anything set forth in full the items described in clauses this Section 4.04, (a) through (c) of Excluded Swap Obligations with respect to any Grantor shall not be paid with amounts received from such Grantor or its assets, but appropriate adjustments shall be made with respect to payments from other Grantors to preserve the allocation to the Secured Obligations otherwise contemplated by this Section 11.024.04, the and (b) Term Loan Credit Parties shall remain liable, jointly Agreement Additional Obligations and severally, for any deficiency. Notwithstanding the foregoing, Revolving Credit Agreement Additional Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above in this Section 4.04 if Administrative the Collateral Agent has not received written notice thereofof such obligations as required pursuant to the Loan Documents, together with such supporting documentation as Administrative the Collateral Agent may request. In making the determination and allocations required by this Section 4.04, from the applicable Cash Management Bank or Swap Providerwith respect to any Senior Notes Indenture, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant may conclusively rely upon information supplied by the Senior Notes Indenture Trustee for such Senior Notes Indenture as to the terms amounts of Article XII hereof unpaid principal and interest and other amounts outstanding with respect to the Senior Notes Indenture Obligations with respect to such Senior Notes Indenture, and, in each case, the Collateral Agent shall have no liability to any of the Secured Parties for itself actions taken in reliance on such information. If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Secured Obligations to which it is then entitled in accordance with this Agreement, such Secured Party shall hold such payment or recovery in trust for the benefit of all Secured Parties for distribution in accordance with this Section 4.04. By accepting the benefits of this Agreement, each of the Secured Parties hereby agrees not to challenge or question in any proceeding the validity or enforceability of this Agreement (in each case as a whole or any term or provision contained herein) or the validity of any Lien or financing statement in favor of the Collateral Agent for the benefit of all the Secured Parties as provided in this Agreement, or the equal and its Affiliates as if a “Lender” party heretoratable sharing of any such Lien.

Application of Proceeds. The proceeds received by Collateral Agent in respect of any sale ofsale, collection from disposition or other realization upon enforcement of Credit Agent's security interest in all or any part of the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held applied by Collateral Agent pursuant to this Agreement, promptly by Collateral Credit Agent as follows: (a) In the case of the proceeds of Other Eligible Assets (excluding Servicing Contracts) and related collateral: First, to the payment of all reasonable the costs and expenses, fees, commissions and Taxes expenses of such salesale or enforcement, collection or other realization including reasonable compensation to Administrative Agent and Collateral Agent and their respective Credit Agent's agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral on behalf of Credit Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) therewith; Second, to the payment of all other reasonable the costs and expenses of such salesale or enforcement, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including reasonable compensation to the other Secured Parties and their Lenders' agents and counsel counsel, and all costsexpenses, liabilities and advances made or incurred by the other Secured Parties or on behalf of any Lender in connection therewith; (c) ; Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cashLenders holding Warehousing Advances against Other Eligible Assets, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably rata in accordance with the respective amounts thereof then due amount of accrued interest, or accrued Balance Deficiency Fees, owed to each of them in respect to such Warehousing Advances, until such interest and owing; (d) fees are paid in full; Fourth, to the indefeasible payment in full in cashLenders holding Warehousing Advances against Other Eligible Assets, pro ratarata in accordance with their respective Percentage Shares, until the principal amounts of principal amount of all such Warehousing Advances outstanding are paid in full; Fifth, to Lenders, for application to the Obligations and any premium thereon (including reimbursement obligations owed to each of them in respect of L/C Liabilities other Warehousing Advances and obligations to Cash Collateralize L/C LiabilitiesTerm Loan Advances, as set forth in clauses Fifth and Sixth of Section 11.3(b) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements clauses Third and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) Fourth of Section 11.3(c); and any interest accrued thereon; and (e) Fifth, the balance, if anySixth, to the Person lawfully entitled thereto (including remaining Obligations; and Finally, to the applicable Credit Party payment to Borrowers, or its to their successors or assigns) , or as a court of competent jurisdiction may direct. , of any surplus then remaining from such proceeds. (b) In the event that case of the proceeds of Eligible Loans and related Collateral: First, to the payment of the costs and expenses of such sale or enforcement, including reasonable compensation to Credit Agent's agents and counsel, and all expenses, liabilities and advances made or incurred by or on behalf of Credit Agent in connection therewith; Second, to the payment of the costs and expenses of such sale or enforcement, including reasonable compensation to the Lenders' agents and counsel, and all expenses, liabilities and advances made or incurred by or on behalf of any Lender in connection therewith; Third, to RFC, in an amount equal to the amount of accrued interest or Balance Deficiency Fees owed to RFC in respect of Swingline Advances, until paid in full; Fourth, to RFC until the principal amount of all Swingline Advances outstanding are paid in full; Fifth, to Lenders holding Warehousing Advances against Eligible Loans, pro rata in accordance with the amount of accrued interest, or accrued Balance Deficiency Fees, owed to each of them in respect to Warehousing Advances, until such interest and fees are paid in full; Sixth, to Lenders holding Warehousing Advances against Eligible Loans, pro rata in accordance with their respective Percentage Shares, until the principal amounts of all Warehousing Advances outstanding are paid in full; Seventh, to Lenders holding Warehousing Advances, pro rata in accordance with their respective Percentage Shares, until all fees and other Obligations accrued by or due each Lender and Credit Agent are paid in full; Eighth, to Lenders, for application to the Obligations owed to each of them in respect of other Warehousing Advances and Term Loan Advances, as set forth in clauses Third and Fourth of Section 10.3(a) and clauses Third and Fourth of Section 10.3(c); and Ninth, to the remaining Obligations; and Finally, to the payment to Borrowers, or to their successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. (c) In the case of the proceeds of the Servicing Contracts: First, to the payment of the costs and expenses of such sale or enforcement, including reasonable compensation to Credit Agent's agents and counsel, and all expenses, liabilities and advances made or incurred by or on behalf of Credit Agent in connection therewith; Second, to the payment of the costs and expenses of such sale or enforcement, including reasonable compensation to the Lenders' agents and counsel, and all expenses, liabilities and advances made or incurred by or on behalf of any Lender in connection therewith; Third, to Lenders holding Term Loan Advances, pro rata in accordance with the amount of accrued interest, or accrued Balance Deficiency Fees, owed to each of them in respect of Term Loan Advances until such interest and fees are paid in full; Fourth, to Lenders holding Term Loan Advances, pro rata in accordance with their respective Percentage Shares, until the principal amount of all Term Loan Advances outstanding are paid in full; Fifth, to Lenders holding Term Loan Advances, pro rata in accordance with their respective Percentage Shares, until all fees and other Obligations accrued by or due each Lender and Credit Agent are paid in full; Sixth, to Lenders, for application to the Obligations owed to each of them in respect of Warehousing Advances outstanding against Other Eligible Assets, as set forth in clauses Third and Fourth of Section 8.3(a) hereof; Seventh, to the Lenders, for application to the Obligations owed to each of them in respect of Swingline Advances and Warehousing Advances outstanding against Eligible Loans, as set forth in clauses Third, Fourth, Fifth, Sixth and Seventh of Section 8.3(b) hereof; and Eighth, to the remaining Obligations; and Finally, to the payment to Borrowers, or to their successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. (d) If the proceeds of any such proceeds sale, disposition or other enforcement are insufficient to pay cover the costs and expenses of such sale, as aforesaid, and the payment in full the items described in clauses (a) through (c) of this Section 11.02all Obligations, the Credit Parties Borrowers shall remain liable, jointly and severally, liable for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2 and until Payment in Full, any and all proceeds received by Collateral the Administrative Agent in respect of from any sale of, collection from or other realization upon all disposition of the Collateral, or any part of the Collateral pursuant to thereof, or the exercise of any other remedy by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansAdministrative Agent, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (ai) First, to the payment of all reasonable costs and expenses, that portion of the Obligations constituting fees, commissions indemnities, expenses and Taxes of such saleother amounts, collection or other realization including compensation attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and Collateral Agent and their respective agents and counselthe Swing Loan Lender in its capacity as such, and all expenses, liabilities and advances made or incurred by ratably among the Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant the Issuing Lender and Swing Loan Lender in proportion to the provisions of any Credit Documentrespective amounts described in this clause First payable to them; (bii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the applicable Security Documents Lenders under the Loan Documents, including compensation attorney fees, ratably among the Lenders in proportion to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties respective amounts described in connection therewiththis clause Second payable to them; (ciii) Third, without duplication to payment of amounts applied pursuant that portion of the Obligations constituting accrued and unpaid interest on the Loans and Reimbursement Obligations, ratably among the Lenders in proportion to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingdescribed in this clause Third payable to them; (div) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and any premium thereon payment obligations then owing under Lender Provided Interest Rate Xxxxxx, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Xxxxxx and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (including reimbursement obligations in respect v) Fifth, to the Administrative Agent for the account of L/C Liabilities and obligations the Issuing Lender, to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments undrawn amounts under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations outstanding Letters of Credit (as defined in to the Security extent not otherwise cash collateralized pursuant to this Agreement) and any interest accrued thereon); and (evi) FifthLast, the balance, if any, to the Person lawfully entitled thereto Loan Parties or as required by Law. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order specified above. Notwithstanding anything to the contrary in this Section 9.2.5 [Application of Proceeds], no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the applicable Credit Party or its successors or assignsexercise of remedies with respect to such Guaranty Agreement) or as a court from the proceeds of competent jurisdiction may directsuch Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 9.2.5 [Application of Proceeds]. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02addition, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements Lender Provided Interest Rate Xxxxxx and Credit Swap Contracts Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation documentation, as the Administrative Agent may reasonably request, from the applicable Cash Management Bank provider of such Lender Provided Interest Rate Hedge or Swap ProviderOther Lender Provided Financial Service Product, as the case may be. Each Cash Management Bank provider of a Lender Provided Interest Rate Hedge or Swap Provider Other Lender Provided Financial Service Product, as the case may be, that is not a party to this the Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article XII Section 10 [The Administrative Agent] hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds It is agreed that if an Event of Default shall occur and be continuing, subject to the Intercreditor Agreement, any and all Proceeds of the relevant Grantor’s Security Collateral (as defined in the Credit Agreement) received by the Collateral Agent (whether from the relevant Grantor or otherwise) shall be held by the Collateral Agent for the benefit of the Secured Parties as collateral security for the Obligations of the relevant Grantor (whether matured or unmatured), and/or then or at any time thereafter may, in the sole discretion of the Collateral Agent, be applied by the Collateral Agent in respect accordance with the Intercreditor Agreement, and thereafter against the Obligations of the relevant Grantor then due and owing as follows (without duplication of any sale of, collection from or other realization upon all or any part of amounts applied in accordance with the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Intercreditor Agreement, promptly by Collateral Agent as follows: (a) First): FIRST, to the payment of all Obligations consisting of all reasonable out-of-pocket costs and expensesexpenses (including, without limitation, reasonable attorneys’ fees, commissions and Taxes ) of such sale, collection or other realization including compensation to the Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or the Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to with enforcing the provisions rights of any Credit Document; (b) Secondthe Lenders under the Loan Documents; SECOND, to the payment of all other Obligations consisting of any fees owed to the Administrative Agent and the Collateral Agent; THIRD, to the payment of all Obligations consisting of all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable attorneys’ fees of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant counsel to the applicable Security Documents including compensation to Administrative Agent and the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties Lenders) of each Lender in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) abovewith enforcing its rights under the Loan Documents; FOURTH, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting all Obligations consisting of accrued fees (other than principal, reimbursement obligations any referred to in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilitiesclause “SECOND” above) and interest, including, with respect to Obligations owed to any Non-Lender Secured Party, any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourthowing to such Non-Lender Secured Party under any Secured Bank Product Agreement; FIFTH, to the indefeasible payment in full in cashof all Obligations consisting of outstanding principal, pro rataincluding, of principal amount of the with respect to Obligations and owed to any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and Non-Lender Secured Party, any breakage, termination or other payments then due and owing to such Non-Lender Secured Party under Obligations arising under any Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Bank Product Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if anySIXTH, to the Person lawfully entitled thereto (including payment of all other Obligations then due and owing and not paid pursuant to the applicable Credit Party Intercreditor Agreement or clauses “FIRST” through “FIFTH” above; and SEVENTH, thereafter in accordance with the Intercreditor Agreement to the extent applicable, and then to the relevant Grantor or its successors or assigns) , or as a court of competent jurisdiction to whoever may direct. In be lawfully entitled to receive the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretosame.

Application of Proceeds. The proceeds Lenders, the Administrative Agent and the Collateral Agent agree, as among such parties, as follows: subject to the terms of any Intercreditor Agreement, any Other Intercreditor Agreement and any Intercreditor Agreement Supplement, 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 Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be distributed and applied in the following order (in each case, to the extent the Administrative Agent has actual knowledge of the amounts owing or outstanding as described below and subject to any application of any such amounts otherwise required pursuant to Section 4.4(b), or otherwise required by any Intercreditor Agreement, any Other Intercreditor Agreement and any Intercreditor Agreement Supplement): (1) first, to pay (on a ratable basis) all reasonable fees and out-of-pocket costs and expenses (including attorneys’ fees to the extent provided herein) due and owing to the Administrative Agent and the Collateral Agent under the Loan Documents, including in connection with enforcing the rights of the Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral); (2) second, to pay (on a ratable basis) all reasonable fees and out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing to each of the Lenders and each of the Issuing Lenders under the Loan Documents, including in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents; (3) third, to pay (on a ratable basis) to the applicable Issuing Lender with respect to a Letter of Credit, any L/C Participant’s Revolving Commitment Percentage of any unreimbursed payment made by such Issuing Lender under a Letter of Credit that has not been paid by the applicable Borrower, provided that the Collateral Agent on behalf of the Secured Parties shall be subrogated to the rights of such Issuing Lender against such L/C Participant with respect to any amount paid pursuant to this clause “third”; (4) fourth, to pay (on a ratable basis) accrued and unpaid interest on Loans then outstanding; (5) fifth, to pay (on a ratable basis) principal of Loans then outstanding, obligations under Hedge Agreements and Bank Products Agreements secured by the Security Documents, and any Reimbursement Amounts then outstanding and not reimbursed pursuant to clause “third” above, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent; (6) sixth, to pay (on a ratable basis) all other outstanding amounts due and payable to the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Lenders; and (7) seventh, 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 “fifth” 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 respect a cash collateral account and applied (x) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of any sale ofCredit and (y) then, collection from or following the expiration of all Letters of Credit, to all other realization upon all or any part obligations of the Collateral types described in such clause “fifth”. To the extent any amounts available for distribution pursuant to the exercise by Collateral Agent of its remediesclause “fifth” are insufficient to pay all obligations described therein in full, or otherwise received after acceleration of the Loans, such moneys shall be appliedallocated pro rata among the Persons entitled to payment of such obligations based on the relative amounts of such obligations. This Section 10.13 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in full any new classes or in part, together with any other sums then held by Collateral Agent tranches of loans added pursuant to this AgreementSections 2.9, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs 2.10 and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent2.11, as applicable is entitled to indemnification pursuant to applicable. Notwithstanding the provisions of any Credit Document; (b) Secondforegoing, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Excluded Obligations (as defined in the Security Guarantee and Collateral Agreement) and with respect to any interest accrued thereon, in each case equally and ratably in accordance Guarantor shall not be paid with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party received from such Guarantor or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any assets and such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Excluded Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the disregarded in any application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent Collection Amounts pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretopreceding paragraph.

Application of Proceeds. The proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to After the exercise by Collateral Agent of its remedies, remedies or otherwise received after acceleration of the LoansLoans provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (a) any amounts received on account of the Secured Obligations (other than proceeds of the Collateral) shall, subject to the provisions of Sections 2.20 and 2.24(i), be applied ratably by the Administrative Agent, in the following order: First, to the payment of all reasonable costs and out-of-pocket expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including including, without limitation, compensation to the Administrative Agent and Collateral Agent and their respective its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent (other than in respect of Secured Cash Management Obligations, Secured Bank Product Obligations or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Secured Swap Obligations); Second, to the payment of all other reasonable costs and out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel expenses and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations therewith (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Obligations, Secured Bank Product Obligations or Secured Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any Obligations); Third, to interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) payable on the any Swingline Loans; Fourth, to the indefeasible payment principal balance of the Swingline Loans outstanding until the same has been prepaid in full full; Fifth, to interest then due and payable on Revolving Loans and other amounts due pursuant to Sections 2.13, 2.14 and 2.15; Sixth, to cash collateralize all LC Exposures (to the extent not otherwise cash collateralized pursuant to the terms hereof) plus any accrued and unpaid interest thereon; Seventh, to the principal balance of Revolving Exposure then outstanding and all Secured Obligations on account of Noticed Xxxxxx (in cashan amount not to exceed the associated Secured Hedge Reserves), on account of Noticed Cash Management Obligations (in an amount not to exceed the aggregate amount of the associated Secured Cash Management Reserves) and on account of Bank Product Obligations (in an amount not to exceed the aggregate amount of the associated Bank Product Reserves) with Secured Parties, pro rata; Eighth, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or all other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) pro rata; and any interest accrued thereon; and (e) FifthNinth, the balance, if any, as required by the ABL Intercreditor Agreement or, in the absence of any such requirement, to the Person lawfully entitled thereto (including the applicable Credit Loan Party or its successors or assigns) ). Amounts used to cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. Amounts distributed with respect to any Secured Cash Management Obligations or Secured Swap Obligations shall be the lesser of the maximum Secured Cash Management Obligations or Secured Swap Obligations, as applicable, under the Facility last reported to the Administrative Agent or the actual Secured Cash Management Obligations or Secured Swap Obligations, as applicable, as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Cash Management Obligations, Secured Bank Product Obligations or Secured Swap Obligations, and may request a court reasonably detailed calculation of competent jurisdiction such amount from the applicable Secured Party. If a Secured Party fails to deliver such calculation within five days following request by the Administrative Agent, the Administrative Agent may directassume the amount to be distributed is zero. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) First through (c) Eighth of this Section 11.027.02(a), the Credit Loan Parties shall remain liable, jointly and severally, liable for any deficiency. Notwithstanding the foregoingforegoing provisions, Obligations arising under this Section 7.02 is subject to the provisions of the ABL Intercreditor Agreement. (b) any proceeds of Collateral received by the Administrative Agent shall be applied ratably in the following order: First, to the payment of all reasonable costs and out-of-pocket expenses, fees, commissions and taxes of such sale, collection or other realization including, without limitation, compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith due from the Loan Parties (other than in respect of Secured Cash Management Agreements Obligations, Secured Bank Product Obligations or Secured Swap Obligations); Second, to the payment of all other reasonable costs and Credit out-of-pocket expenses of such sale, collection or other realization including, without limitation, costs and expenses and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith (other than in respect of Secured Cash Management Obligations, Secured Bank Product Obligations or Secured Swap Contracts shall be excluded Obligations) due from the application described above if Administrative Agent Loan Parties; Third, to interest then due and payable on any Swingline Loans; Fourth, to the principal balance of any Swingline Loans outstanding until the same has been prepaid in full; Fifth, to interest then due and payable on Revolving Loans and other amounts due pursuant to Sections 2.13, 2.14 and 2.15; Sixth, to the principal balance of any Protective Advances then outstanding; Seventh, to cash collateralize all LC Exposure (to the extent not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent otherwise cash collateralized pursuant to the terms hereof) plus any accrued and unpaid interest thereon; Eighth, to the principal balance of Article XII hereof for itself Revolving Exposure then outstanding and Secured Obligations of the Loan Parties on account of Noticed Xxxxxx (in an amount not to exceed the associated Secured Hedge Reserves), on account of Noticed Cash Management Obligations (in an amount not to exceed the aggregate amount of the associated Secured Cash Management Reserves) and on account of Bank Product Obligations (in an amount not to exceed the aggregate amount of the associated Bank Product Reserves) with Secured Parties, pro rata; Ninth, to all other Secured Obligations pro rata; and Tenth, the balance, if any, as required by the ABL Intercreditor Agreement or, in the absence of any such requirement, to the Person lawfully entitled thereto (including the applicable Loan Party or its Affiliates as if a “Lender” party heretosuccessors or assigns). (c) Notwithstanding the foregoing, Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth in Section 4.02 of the Collateral Agreement and/or the similar provisions in the other Security Documents.

Application of Proceeds. (a) The Collateral Trustee will apply the proceeds received by Collateral Agent in respect of any sale ofcollection, collection from sale, foreclosure or other realization upon all upon, or exercise of any part right or remedy with respect to, any Collateral and the proceeds thereof, and the proceeds of any title insurance or other insurance policy required under any Secured Debt Document or otherwise covering the Collateral pursuant to in the exercise by Collateral Agent following order of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) 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 out-of-pocket legal fees, costs and expensesexpenses or other liabilities of any kind incurred by, feesor owed to, commissions the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with performing its obligations under any Security Document or this Agreement (including, but not limited to, indemnification obligations arising under this Agreement or any Security Document that are then due and Taxes payable); SECOND, to the repayment of obligations, other than the Secured Obligations, secured by a Permitted Prior Lien on the Collateral sold or realized upon to the extent that such other Lien has priority over the Priority Liens but only if such obligation is discharged (in whole or in part) in connection with such sale; THIRD, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions respective Secured Debt Representatives, Hedge Providers and Banking Services Providers on a pro rata basis for each Series of any Credit Document; Secured Debt, Hedging Obligations and Banking Services Obligations that are secured by such Collateral (bor, where such Hedging Obligations or Banking Services Obligations are represented by a Secured Debt Representative, to such Secured Debt Representative on their behalf) Second, for application to the payment of all such outstanding Secured Debt and any such other reasonable costs Secured Obligations that are then due and expenses of payable and so secured (for application in such sale, collection or order as may be provided in the Secured Debt Documents applicable to the respective Secured Obligations) in an amount sufficient to pay in full in cash all outstanding Secured Debt and all other realization Secured Obligations that are then due and payable (including all interest and fees accrued thereon after the commencement of any receiver Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Secured Debt 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 any part (1) 105% of the Collateral appointed pursuant to aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Security Documents including compensation to Secured Debt Document) of all outstanding letters of credit constituting Secured Debt); and FOURTH, any surplus remaining after the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, cash of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined described in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, preceding clauses will be paid to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination Parent or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or Grantor, as the case may be, its successors or assigns) , or to such other Persons as may be entitled to such amounts under applicable law or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, if any Lien on any Collateral no longer secures the Obligations under any Series of Secured Debt as described below in Section 4.4, then such Series of Secured Debt and any related Secured Obligations of that Series thereafter shall not be entitled to share in the proceeds of any such Collateral. (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 Secured Party. The Secured Debt Representative of each future Series of Secured Debt will be required to deliver a Collateral Trust Agreement Joinder as provided in Section 3.8 at the time of incurrence of such Series of Secured Debt. (c) 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 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 Secured Debt Representative, Hedge Provider and Banking Services Provider as to the amounts of unpaid principal and interest and other amounts outstanding with respect to its respective Secured Debt and any other Secured Obligations and any amounts under any Hedge Agreements included in the Secured 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, notwithstanding anything herein or in any Secured Debt Document to the contrary, in the event that any such proceeds are insufficient Hedge Agreement consists of more than one confirmation or trade or in the event that the relevant Hedge Provider is a party to pay in full any other Hedge Agreement, solely for purposes of calculating the items described in clauses (a) through (c) of Secured Obligations owed to such Hedge Provider under this Section 11.02Agreement, the Credit Parties such calculation shall remain liable, jointly setoff and severally, for any deficiencynet all Obligations owing to such Hedge Provider or owed by such Hedge Provider under each such confirmation or trade and/or additional Hedge Agreement. Notwithstanding the foregoingforegoing or the other terms of this Agreement, Obligations arising the Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon, or exercise of any right or remedy with respect to any Lien created under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated Security Documents governed by the preceding sentence shall, by such notice, be deemed laws of the Netherlands to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant secure Dutch Parallel Debt Obligations to the terms payment of Article XII hereof for itself such Dutch Parallel Debt Obligations, and its Affiliates as if a “Lender” party heretoin accordance with the relevant mandatory provisions of the laws of the Netherlands.

Application of Proceeds. The Subject to the Intercreditor Agreements, after the exercise of remedies provided for in Section 7.01, the Administrative Agent shall apply the proceeds received by Collateral Agent in respect of any collection or sale ofof Collateral, collection from or other realization upon all or including any part Collateral consisting of the Collateral pursuant to the exercise by Collateral Agent of its remediescash, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First: FIRST, to the payment in full of all reasonable and documented or invoiced out-of-pocket costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and expenses incurred by the Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, as the case may be, including all reasonable and documented or invoiced out-of-pocket court costs and fees and expenses of its agents and fees, charges and disbursements of legal counsel payable under this Agreement and in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, as the case may be, the repayment of all amounts for which advances made by the Collateral Agent and Administrative Agent hereunder or Collateral Agentunder any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, in each case to the extent reimbursable in accordance with this Agreement or the other Loan Documents, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Secondapplicable; SECOND, to the payment in full of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principalSecured Swap Obligations, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements Obligations and Swap Contracts Other Secured Obligations) constituting fees, indemnities and other amounts (other than principal and interest) payable to the Secured Parties under the Loan Documents (including fees, charges and disbursements of counsel to the respective Secured Parties arising under the Loan Documents and amounts payable under Sections 2.17 and 2.23 of this Agreement), ratably among the Secured Parties in proportion to the respective amounts described in this clause SECOND payable to them; THIRD, to the payment in full of that constitute portion of the Secured Obligations constituting accrued and unpaid interest on the Loans and other Secured Obligations (as defined other than Secured Swap Obligations and Secured Cash Management Obligations) arising under the Loan Documents, ratably among the Lenders in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with proportion to the respective amounts thereof then due and owing; (d) Fourthdescribed in this clause THIRD payable to them; FOURTH, to the indefeasible payment in full in cash, pro rata, of principal amount that portion of the Secured Obligations constituting unpaid principal of the Loans and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakageSecured Swap Obligations, termination or other payments under Obligations arising under Secured Cash Management Agreements Obligations and Other Secured Obligations, ratably among the Lenders and the counterparties referred to in the definitions of Secured Swap Contracts that constitute Obligations, Secured Cash Management Obligations and Other Secured Obligations (as defined that are parties thereto in proportion to the Security Agreement) respective amounts described in this clause FOURTH payable to them; and any interest accrued thereon; and (e) FifthFIFTH, the balance, if any, after the Secured Obligations have been paid in full, to the Person lawfully entitled thereto (including the applicable Credit Party or its Loan Parties, their successors or assigns) , or as a court of competent jurisdiction may otherwise direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Excluded Swap Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be excluded made with respect to payments from other Loan Parties to preserve the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party allocation to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoSecured Obligations otherwise set forth above.

Application of Proceeds. The After the occurrence and during the continuance of (i) any Cash Dominion Trigger Period or (ii) any Event of Default and acceleration of the Obligations, all proceeds received realized from any Credit Party or on account of any Collateral owned by Collateral Agent a Credit Party or, without limiting the foregoing, on account of any Prepayment Event, any payments in respect of any sale of, collection from or other realization upon Obligations and all or any part proceeds of the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansCollateral, shall be applied, applied in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsthe following order: (ai) Firstfirst, ratably to pay the payment Obligations in respect of all reasonable costs any fees and expenses, feesindemnities and other amounts (including, commissions and Taxes without limitation, amounts in respect of such sale, collection or other realization including compensation any Loans advanced by the Administrative Agent on behalf of a Lender for which the Administrative Agent has not been reimbursed) then due to the Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent until paid in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Documentfull; (bii) Secondsecond, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part Administrative Agent on behalf of the Collateral appointed pursuant Swingline Lender and any Lender that has acquired and fully paid for its participating interest in the applicable Swingline Loans, ratably to pay Obligations in respect of Swingline Loans then due to the applicable Security Documents including compensation to the other Secured Parties Swingline Lender and their agents and counsel and all costseach such Lender, liabilities and advances made or incurred by the other Secured Parties until paid in connection therewithfull; (ciii) Thirdthird, without duplication to the Administrative Agent on behalf of amounts applied pursuant the Issuing Banks and any Lender that has acquired and fully paid for its participating interest in the applicable Letters of Credit, ratably to clauses pay Obligations in respect of such Letters of Credit then due to the Issuing Banks and each such Lender, until paid in full; (aiv) fourth, ratably to pay any expenses, indemnities, and fees then due to the Lenders and Issuing Banks, until paid in full; (v) fifth, ratably (A) to pay the accrued but unpaid interest in respect of the Loans, (B) to pay the unpaid principal in respect of the Loans (C) to the extent a Bank Product Reserve has been established therefor by the Administrative Agent in accordance with the terms hereof, to pay the unpaid Reserved Secured Hedge Obligations, including the cash collateralization of such Reserved Secured Hedge Obligations, (D) to the extent a Bank Product Reserve has been established therefor by the Administrative Agent in accordance the terms hereof, to pay (x) the unpaid Reserved Secured Cash Management Obligations with respect to credit cards, commercial cards and purchase cards, and (y) other unpaid Reserved Secured Cash Management Obligations in an aggregate amount not to exceed $10,000,000, provided that the Lead Borrower shall have designated in writing to the Administrative Agent the amount of any such Reserved Secured Cash Management Obligations owing under any Secured Cash Management Agreement that shall be subject to this clause (y) and (bE) aboveto be held by the Administrative Agent, for the ratable benefit of the Issuing Banks and the Lenders to Cash Collateralize the indefeasible payment then extant Stated Amount of Letters of Credit, in full each case until paid in cashfull; (vi) sixth, pro rata, of interest and ratably to pay other amounts constituting Obligations then due (other than principal, reimbursement obligations Obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined Hedge Agreements), until paid in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingfull; (dvii) Fourthseventh, ratably to the indefeasible payment in full in cash, pro rata, of principal amount of the pay other Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities the Secured Hedge Agreements and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined Agreements, until paid in the Security Agreement) and any interest accrued thereonfull; and (eviii) Fifth, the balance, if anyeighth, to the Lead Borrower or such other Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may directunder Applicable Law. In the event that Amounts distributed with respect to any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Reserved Secured Cash Management Agreements Obligations and Credit Swap Contracts Reserved Secured Hedge Obligations shall be excluded from the application described above if lesser of (x) the maximum Reserved Secured Cash Management Obligations and Reserved Secured Hedge Obligations last reported to the Administrative Agent has not received written notice thereof, together with such supporting documentation and (y) the Reserved Secured Cash Management Obligations and Reserved Secured Hedge Obligations as Administrative Agent may request, from calculated by the methodology reported by each applicable Cash Management Bank or Swap Provider, as and Hedge Bank to Administrative Agent for determining the case may beamount due. Each The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any Reserved Secured Cash Management Bank or Swap Provider not Obligations and Reserved Secured Hedge Obligations, and at any time and from time to time may request a party reasonably detailed calculation of such amount from the applicable Secured Party holding such Reserved Secured Cash Management Obligations and Reserved Secured Hedge Obligations. If a Secured Party fails to this Agreement that has given the notice contemplated deliver such calculation within five (5) days following request by the preceding sentence shallAdministrative Agent, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and may assume the Collateral Agent pursuant amount to be distributed is no greater than the terms maximum amount of Article XII hereof for itself and its Affiliates as if a “Lender” party heretothe Reserved Secured Cash Management Obligations or Reserved Secured Hedge Obligations last reported to Administrative Agent.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the 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, or otherwise received after acceleration of the Loans, remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the First Lien Collateral Agent, if and as required by the Intercreditor Agreement, to apply to the First Lien Obligations; (b) Second, to the payment of all reasonable out-of-pocket costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to Administrative Agent and the Collateral Agent and their respective its agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or the Collateral Agent in connection therewith and all amounts for which Administrative the Collateral Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Loan 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; (bc) SecondThird, to the payment of all other reasonable out-of-pocket costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all reasonable out-of-pocket 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; (cd) Third, without duplication of amounts applied pursuant to clauses (a) and (b) aboveFourth, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Secured Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities principal and obligations to Cash Collateralize L/C Liabilitiescontingent indemnification obligations) under this Agreement and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, other Loan Documents in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (de) FourthFifth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement contingent indemnification obligations in due or claimed with respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; andthereto); (ef) FifthSixth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Loan Party or its successors or assigns) , or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cf) of this Section 11.027.05, the Credit Loan Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds received by Collateral If an Event of Default shall have occurred and be continuing, the Administrative Agent in respect of any sale ofmay apply, collection from at such time or other realization upon times as the Administrative Agent may elect, all or any part of proceeds constituting Collateral in payment of the Collateral Obligations (and in the event the Loans and other Obligations are accelerated pursuant to Section 8.3, the exercise by Administrative Agent shall, from time to time, apply the proceeds constituting Collateral Agent of its remedies, or otherwise received after acceleration in payment of the Loans, shall be applied, Obligations) in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsthe following order: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes expenses of such any sale, collection or other realization on the Collateral, including compensation to Administrative Agent and Collateral Agent and their respective agents and counselreimbursement for all costs, and all expenses, liabilities and advances made or incurred by the Administrative Agent or Collateral Agent in connection therewith (including all reasonable costs and expenses of every kind incurred in connection any action taken pursuant to any Loan Document or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the other Secured Parties hereunder, reasonable attorneys’ fees and disbursements and any other amount required by any provision of law (including Section 9-615(a)(3) of the Uniform Commercial Code)), and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant hereunder and under the other Loan Documents and all advances made by the Administrative Agent hereunder and thereunder for the account of any Loan Party (excluding principal and interest in respect of any Loans extended to such Loan Party), and to the provisions payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any Credit right or remedy hereunder or under this Agreement or any other 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 towards all other Obligations (including, without duplication, Guarantor Obligations with respect to Loans), pro rata among the Secured Parties according to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part amounts of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred Obligations then held by the other Secured Parties in connection therewith;Parties; and (c) Third, without duplication any balance of amounts applied pursuant to clauses (a) and (b) above, to such proceeds remaining after all of the indefeasible Obligations shall have been satisfied by payment in full in cashimmediately available funds and the Commitments shall have been terminated, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations be paid over to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in or upon the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount order of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations applicable Loan Party or to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person whosoever may be lawfully entitled thereto (including to receive the applicable Credit Party or its successors or assigns) same or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The Subject to the Intercreditor Agreements, after the exercise of remedies provided for in Section 7.01, the Administrative Agent shall apply the proceeds received by Collateral Agent in respect of any collection or sale ofof Collateral, collection from or other realization upon all or including any part Collateral consisting of the Collateral pursuant to the exercise by Collateral Agent of its remediescash, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First: FIRST, to the payment in full of all reasonable and documented or invoiced out-of-pocket costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and expenses incurred by the Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agentwith such collection, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection foreclosure or realization or otherwise in connection with this Agreement, any other realization and of Loan Document or any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap ProviderObligations, as the case may be. Each Cash Management Bank , including all reasonable and documented or Swap Provider not a party to invoiced out-of-pocket court costs and fees and expenses of its agents and fees, charges and disbursements of legal counsel payable under this Agreement that has given and in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the notice contemplated Secured Obligations, as the case may be, the repayment of all advances made by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant and Administrative Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, in each case to the terms extent reimbursable in accordance with this Agreement or the other Loan Documents, as applicable; SECOND, to the payment in full of Article XII hereof for itself that portion of the Secured Obligations (other than Secured Swap Obligations, Secured Cash Management Obligations and its Affiliates as if a “Lender” party hereto.Other Secured Obligations) constituting fees, indemnities and other amounts (other than principal and interest) payable to the Secured Parties under the Loan Documents (including fees, charges and disbursements of counsel to the respective Secured Parties arising under the Loan Documents and amounts payable under Sections 2.17 and 2.23 of this Agreement), ratably among the Secured Parties in proportion to the respective amounts described in this clause SECOND payable to them;

Application of Proceeds. The proceeds received by 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) FifthLenders, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant agree, as among such parties, as follows: subject to the terms of Article XII hereof the Intercreditor Agreement, 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 Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay interest on and then principal of Agent Advances then outstanding, second, to pay interest on and then principal of Swingline Loans then outstanding, third, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), fourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders and each of the Issuing Lenders in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents, fifth, to pay interest on and then principal of Revolving Credit Loans then outstanding and any Reimbursement Obligations then outstanding, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent, sixth, to pay obligations under Hedging Arrangements and Cash Management Arrangements permitted hereunder and secured by the Guarantee and Collateral Agreement and seventh, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for itself distribution pursuant to clause “fifth” 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 its Affiliates applied (x) first, to reimburse the applicable Issuing Lender 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 “fifth”. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Lenders and Issuing Lenders based on their respective Commitment Percentages. This Subsection 10.14 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Subsections 2.6, 2.7 and 2.8, as if a “Lender” party heretoapplicable.

Application of Proceeds. The Except as expressly provided elsewhere in this Agreement or, with respect to Collateral owned or held by any UK Credit Party, in Clause 13.6 of the UK Security Agreement, during the existence of an Event of Default, all proceeds received by the Collateral Agent in respect of any sale ofsale, any collection from from, or other realization upon all or any part of the Collateral pursuant to (including all proceeds held by the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of in the Loans, Xxxxxxx Cash Collateral Account and the Exchange Note Cash Collateral Account) shall be applied, applied in full or in part, together with any other sums then held part by the Collateral Agent pursuant to this Agreementagainst, promptly by Collateral Agent as follows: (a) Firstthe Obligations in the following order of priority: first, to the payment of all reasonable costs and expenses, fees, commissions and Taxes expenses of such sale, collection or other realization realization, including reasonable compensation to the Collateral Agent, the Administrative Agent and Collateral Agent and their respective agents and counsel, and all other expenses, liabilities and advances made or incurred by the Collateral Agent and the Administrative Agent or Collateral Agent in connection therewith therewith, and all amounts for which the Collateral Agent and the Administrative Agent or Collateral Agent, as applicable is are entitled to indemnification pursuant hereunder or under the Collateral Documents (in their capacities as the Collateral Agent and Administrative Agent, respectively, and not as a Lender) and all advances made by the Collateral Agent and the Administrative Agent hereunder or under the Collateral Documents for the account of the applicable Guarantor, and to the provisions payment of all costs and expenses paid or incurred by the Collateral Agent and the Administrative Agent in connection with the exercise of any Credit Document; (b) Secondright or remedy hereunder or under the Collateral Documents, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part Obligations for the ratable benefit of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties Lenders; and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) abovethird, to the indefeasible payment in full in cash, pro rata, extent of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect any excess of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourthsuch proceeds, to the indefeasible payment in full in cash, pro rata, to or upon the order of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations such Guarantor or to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person whosoever may be lawfully entitled thereto (including to receive the applicable Credit Party or its successors or assigns) same or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds received by 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, remedies shall be applied, in full or in part, together with any other sums then held by Collateral Agent the Agents pursuant to this Agreement, promptly by Collateral Administrative Agent as follows: (a) Firstfirst, to the payment of all reasonable fees, indemnification, costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant owing to the provisions of any Credit DocumentAgents; (b) Secondsecond, to all amounts owing to the payment Administrative Agent in respect of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties Protective Advances until paid in connection therewith;full, (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) abovethird, to all amounts owing 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) Administrative Agent on Swingline Loans and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts Revolving Loans or LC Exposure that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owinga Defaulting Lender has failed to settle or fund; (d) Fourthfourth, to all amounts owing to the indefeasible payment in full in cashIssuing Bank and to all Secured Obligations (other than Secured Bank Product Obligations) constituting fees, pro rataindemnification, costs and expenses owing to the Revolving Lenders; (e) fifth, to all Secured Obligations (other than Secured Bank Product Obligations) constituting interest; (f) sixth, to cash collateralization of principal LC Exposure; (g) seventh, to all Revolving Loans and to Designated Secured Bank Product Obligations (including cash collateralization thereof) up to the amount of the Bank Product Reserves existing therefor; (h) eighth, to all other Secured Bank Product Obligations and any premium thereon that are not Designated Secured Bank Product Obligations or that are Designated Secured Bank Product Obligations solely to the extent such Designated Secured Bank Product Obligations exceed the Bank Product Reserves; (including reimbursement obligations in respect of L/C Liabilities and obligations i) ninth, to Cash Collateralize L/C Liabilities) all remaining Secured Obligations, including, and any breakage, termination or other payments under Obligations arising under Secured Cash Management Hedging Agreements and Swap Contracts that constitute Treasury Services Agreements constituting Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (ej) Fifthlast, any remaining balance to the balancePerson entitled to receive such amounts under the Existing Intercreditor Agreement or the Intercreditor Agreement, as applicable, and if anyno such agreement exists, to the Person lawfully entitled thereto (including the applicable Credit Party Borrower or its successors or assigns) assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. Amounts shall be applied to payment of each category of Secured Obligations only after Full Payment of all amounts payable from time to time under all preceding categories. If amounts are insufficient to satisfy a category, they shall be paid ratably among Secured Obligations in such category. The Administrative Agent shall have no obligation to calculate the amount of any Secured Bank Product Obligation and may request a reasonably detailed calculation thereof from the applicable provider. If the provider fails to deliver the calculation within five days following request, the Administrative Agent may assume the amount is zero. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ci) of this Section 11.028.02, the Credit Loan Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The Any cash proceeds received by Collateral the Administrative Agent in respect of or any Lender from the sale of, collection from of, or other realization upon all or any part of the Collateral pursuant or any other amounts received by the Administrative Agent or any Lender hereunder after the exercise of remedies shall (i) be applied by the Administrative Agent in the following order: first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including fees, charges and disbursements of counsel to the exercise by Collateral Administrative Agent and amounts payable under Section 8 payable to the Administrative Agent in its capacity as such; second, to payment of its remediesthat portion of the Obligations constituting fees, or otherwise received after acceleration indemnities and other amounts (other than principal and interest) payable to the Lenders (including amounts payable under Section 8, ratably among them in proportion to the respective amounts described in this clause second payable to them; third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause third payable to them; fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, shall be applied, ratably among the Lenders in full or in part, together with any other sums then held by Collateral Agent pursuant proportion to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due described in this clause fourth held by them; and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifthlast, the balance, if any, after all of the Obligations (other than contingent indemnification, expense reimbursement or yield protection obligations, in each case, as to which no claim has been made) have been indefeasibly paid in full, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) Borrower or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (aotherwise required by Law) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.or

Application of Proceeds. The 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, or otherwise received after acceleration of the Loans, remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to Administrative Agent and the Collateral Agent and their respective its agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or the Collateral Agent in connection therewith and all amounts for which Administrative the Collateral Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Loan 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; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest interest, premium and other amounts constituting Obligations (other than principalprincipal and Reimbursement Obligations), reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Specified Swap Agreements constituting Secured Obligations arising and any interest accrued thereon and any fees and interest due under any Secured Cash Management Agreements constituting Secured Obligations and Swap Contracts that constitute any reimbursement or other payment obligations, interest and obligations to provide cash collateral in respect of any Specified Letter of Credit constituting Secured Obligations (as defined provided if more than $25,000,000 of Debt is outstanding under Cash Management Agreements that would be Secured Cash Management Agreements but for the dollar limitation contained in the Security definition of “Secured Cash Management Agreement,” each Cash Management Bank shall be deemed to be holding Secured Obligations on a pro rata basis when taken together with the amount of Debt under all Cash Management Agreements held by Cash Management Banks) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C LiabilitiesReimbursement Obligations) and any breakage, termination or other payments under Specified Swap Agreements constituting Secured Obligations arising and any interest accrued thereon and the principal amount owing under Secured Cash Management Agreements and Swap Contracts that constitute constituting Secured Obligations (as defined provided if more than $25,000,000 of Debt is outstanding under Cash Management Agreements that would be Secured Cash Management Agreements but for the dollar limitation contained in the Security definition of “Secured Cash Management Agreement) and any interest accrued thereon,” each Cash Management Bank shall be deemed to be holding Secured Obligations on a pro rata basis when taken together with the amount of Debt under all Cash Management Agreements held by Cash Management Banks); and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 11.028.2, the Credit Loan Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds Subject to any Intercreditor Agreement, after the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations shall be applied by Collateral the Administrative Agent in respect the following order: first, to payment of any sale of, collection from or other realization upon all or any part that portion of the Collateral pursuant Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent amounts payable under Sections 2.17 and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by 2.23) payable to the Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, its capacity as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Secondsuch; second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costsObligations constituting fees, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest indemnities and other amounts constituting Obligations payable to the Lenders (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any including fees, premiums charges and scheduled periodic payments due disbursements of counsel to the respective Lenders arising under the Loan Documents and amounts payable under Section 2.17 and 2.23 and not specifically referred to in clauses third and fourth below), ratably among them in proportion to the respective amounts described in this clause Second payable to them; third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Loans and other Secured Obligations arising under the Loan Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and Secured Swap Obligations and Secured Cash Management Agreements Obligations, ratably among the Lenders and Swap Contracts that constitute Secured Obligations (as defined counterparties referred to in the Security Agreement) definitions of Secured Swap Obligations and any interest accrued thereon, Secured Cash Management Obligations that are parties thereto in each case equally and ratably in accordance with proportion to the respective amounts thereof then due described in this clause Fourth payable to them; and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifthlast, the balance, if any, after the Secured Obligations have been paid in full, as may otherwise be required by any Intercreditor Agreement and, thereafter, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) Borrower or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiencyotherwise required by Law. Notwithstanding the foregoing, Excluded Swap Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be excluded made with respect to payments from other Loan Parties to preserve the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from allocation to Secured Obligations otherwise set forth in the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoLoan Documents.

Application of Proceeds. The proceeds received by (a) With respect to Common Collateral, the Collateral Agent in respect will apply the proceeds of any sale ofcollection, collection from sale, foreclosure or other realization upon all or such Common Collateral, including proceeds of any part of the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be appliedtitle insurance policy required under any Secured Debt Document, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) Firstthe following order of application: FIRST, to the payment of all reasonable and documented fees, costs and expenses, fees, commissions expenses incurred by the Collateral Agent and Taxes of the Indenture Trustee in connection with such sale, collection or realization or otherwise in connection with this Agreement or any of the Secured Obligations, and to any other realization including compensation to Administrative Agent and Collateral Agent Obligations, including all court costs and their respective the reasonable fees and expenses of its co-trustees, agents and legal counsel, and all expenses, liabilities any other reasonable and advances made documented costs or expenses incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to with the provisions exercise of any Credit Document; (b) Secondright or remedy hereunder; SECOND, to each Secured Representative for each Series of Secured Debt for application to the payment of all outstanding Secured Debt and any other reasonable costs Secured Obligations that are then due and expenses of payable in such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to order as may be provided in the applicable Security Secured Debt Documents including compensation in an amount sufficient to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment pay in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute discharge all outstanding Secured Obligations (as defined in the Security Agreement) that are then due and any interest accrued thereonpayable, in each case equally and ratably in accordance with (i) the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of aggregate outstanding principal amount of the Secured Obligations and any premium thereon held by holders of such Series of Secured Debt (including reimbursement excluding obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilitiesunder Hedge Agreement Documents) and any breakage, termination or other payments under (ii) with respect to the Hedge Agreement Obligations arising under held by holders of such Series of Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) FifthDebt, the balanceHedge Agreement Due Amount for such Series of Secured Debt; and THIRD, if any, any surplus then remaining shall be paid to the Person Grantors or their successors or assigns or to whomsoever may be lawfully entitled thereto (including to receive the applicable Credit Party or its successors or assigns) same or as a court of competent jurisdiction may direct. In provided that, to the event extent that the holders of any Series of Secured Debt receive and are able to apply any proceeds from any Separate Collateral securing such Series of Secured Debt, (i) the Secured Representative in respect of such Series of Secured Debt shall within one Business Day of the receipt of such proceeds provide the Collateral Agent with a certificate certifying as to the amount of such received and applied proceeds and (ii) the amount of Secured Obligations included under clause “SECOND” above with respect to such Series shall be reduced by the amount of such proceeds; provided further that (i) at any time, the Collateral Agent may request a certificate from any Secured Representative in respect of any Series of Secured Debt as to the amount of any received and applied proceeds with respect to such Series of Secured Debt from any Separate Collateral and such Secured Representative shall within one Business Day provide such certificate and (ii) the application of the proceeds of any Separate Collateral and any proceeds under the foregoing clauses shall not permit the holders of any such Series of Secured Debt to recover more than the full amount of Secured Obligations relating to such Series of Secured Debt. For purposes of this Section 3.4(a), “proceeds” of Collateral includes any and all cash, securities and other property realized from collection, foreclosure or enforcement of the Collateral Agent’s Liens upon the Collateral (including distributions of Collateral in satisfaction of any Secured Obligations). (b) If the Collateral Agent or any Secured Party other than X. Xxxx collects or receives any proceeds are insufficient from the foreclosure, collection or other enforcement of any Separate Collateral that should have been applied to pay the payment of the Obligations in full accordance with Section 5.1 hereof, whether after the items described commencement of an Insolvency or Liquidation Proceeding or otherwise, the Collateral Agent or such Secured Party will forthwith deliver the same to X. Xxxx to be applied in clauses (a) through accordance with Section 5.1. Until so delivered, such proceeds will be held by the Collateral Agent or such Secured Party, for the benefit of X. Xxxx. (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 this Section 11.02Secured Obligations, the Credit Parties shall remain liable, jointly each present and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under future Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent Representative and the Collateral Agent. The Secured Representative of each future Series of Secured Debt will, to the extent provided in this Agreement, be required to deliver a Lien Sharing and Priority Confirmation to the Collateral Agent at the time of incurrence of such Series of Secured Debt. (d) In connection with the application of proceeds pursuant to this Section 3.4, except as otherwise directed by an Act of Required Secured Debtholders, the terms Collateral Agent may sell any non-cash proceeds for cash prior to the application of Article XII hereof for itself and its Affiliates as if a “Lender” party heretothe proceeds thereof.

Application of Proceeds. The proceeds received by 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) FifthLenders, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant agree, as among such parties, as follows: subject to the terms of Article XII hereof the Intercreditor Agreement, 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 Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be distributed and applied in the following order (in each case, to the extent the Administrative Agent has actual knowledge of the amounts owing or outstanding as described below and subject to any application of any such amounts otherwise required pursuant to Section 4.4(b), or otherwise required by the Intercreditor Agreement): (1) first, to pay (on a ratable basis) all fees and out-of-pocket costs and expenses (including attorneys’ fees to the extent provided herein) due and owing to the Administrative Agent and the Collateral Agent under the Loan Documents, including in connection with enforcing the rights of the Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral); (2) second, to pay (on a ratable basis) all fees and out-of-pocket costs and expenses (including attorneys’ fees to the extent provided herein) due and owing to each of the Lenders and each of the Issuing Lenders under the Loan Documents, including in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents; (3) third, to pay (on a ratable basis) to the applicable Issuing Lender any L/C Participant’s Letter of Credit Percentage of any unreimbursed payment made by such Issuing Lender under a Letter of Credit that has not been paid from such L/C Participant’s Credit Linked Deposit Account in accordance with Section 3.2(b), provided that the Collateral Agent on behalf of the Secured Parties shall be subrogated to the rights of such Issuing Lender against such L/C Participant with respect to any amount paid pursuant to this clause “third”; (4) fourth, to pay (on a ratable basis) accrued and unpaid interest on Loans then outstanding and any Credit Linked Prefunded L/C Commitment Fees on Credit Linked Deposits then on deposit in the Credit Linked Deposit Account; (5) fifth, to pay (on a ratable basis) principal of Loans then outstanding, obligations under Hedging Agreements and Bank Products Agreements (each as defined in the Guarantee and Collateral Agreement) secured by the Security Documents, and any Reimbursement Amounts then outstanding and not reimbursed pursuant to clause “third” above, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent; (6) sixth, to pay (on a ratable basis) all other outstanding amounts due and payable to the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Lenders; and (7) seventh, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for itself distribution pursuant to clause “fifth” 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 its Affiliates applied (x) first, to reimburse the applicable Issuing Lender 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 “fifth”. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Persons entitled to payment of such obligations based on the relative amounts of such obligations. This Section 10.13 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.9 and 2.10, as if a “Lender” party heretoapplicable.

Application of Proceeds. The (a) Subject to the terms of the Intercreditor Agreements, the 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 (including, without limitation, with respect to any Pledged Collateral or any Mortgaged Property) pursuant to the exercise by the Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this AgreementAgreement or any other Security Document or in the Collateral Account, promptly by Collateral Agent against the Secured Obligations as follows: (ai) Firstfirst, to the payment of all reasonable pay incurred and unpaid out-of-pocket fees, costs and expenses, fees, commissions and Taxes penalties of such sale, collection or other realization including compensation and/or indemnification owed to Administrative Agent and the Collateral Agent and their respective agents the Trustee under this Agreement, the Indenture or any other Security Documents; (ii) second, to pay incurred and counselunpaid out-of-pocket fees, costs and all expenses, liabilities penalties of and/or indemnification owed to any Other Second-Priority Agent with respect to any Other Second-Priority Obligations under any Other Second-Priority Debt Documents (such payments to be applied on a pro rata basis amongst such Other Second-Priority Agents); (iii) third, to the extent proceeds remain after the application pursuant to the preceding clause, pro rata (based on the respective amounts of Secured Obligations described in subclauses (x) and advances made (y) below) to (x) the Trustee, based on the amount of Secured Obligations then outstanding under the Indenture and the Notes, for application as provided in the Indenture and (y) each Other Second-Priority Agent based on the amount of Secured Obligations then outstanding under the Other Second-Priority Agreement pursuant to which it is acting as such, for application as provided in such Other Second-Priority Agreement; and (iv) fourth, any balance remaining after the Secured Obligations then due and owing shall have been paid in full shall be paid over to the Pledgors or incurred by Administrative Agent or to whomsoever may be lawfully entitled to receive the same; provided that if the Collateral Agent decides, in connection therewith and all amounts for which Administrative Agent or Collateral Agentits sole discretion, as applicable that it cannot determine who is entitled to indemnification pursuant receive said proceeds, it may file a motion, with any court of competent jurisdiction, to interplead such proceeds, such proceeds to be reduced by the provisions fees, costs and expenses of any Credit Document;the Collateral Agent attributable to such motion. (b) In making the determination and allocations required by this Section 10.1, the Collateral Agent may conclusively rely upon information supplied by the Trustee and the applicable Other Second, -Priority Agent as to the payment fees, costs, expenses, penalties and/or indemnification owed to Trustee and to any Other Second-Priority Agent and by the Trustee as to amounts of all unpaid principal and interest and other reasonable costs amounts outstanding with respect to the Secured Obligations outstanding under the Indenture and expenses of by the Other Second-Priority Agent as to such sale, collection or other realization and of Other Second-Priority Obligations. The Collateral Agent shall have no liability to any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties for actions taken in connection therewith;reliance on such information. (c) ThirdIf, without duplication despite the provisions of amounts applied pursuant to clauses (a) and (b) abovethis Agreement, to any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably to which it is then entitled in accordance with the respective amounts thereof then due and owing; (d) Fourththis Agreement, to the indefeasible such Secured Party shall hold such payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under recovery in trust for the benefit of all Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined Parties hereunder for distribution in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of accordance with this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto10.1.

Application of Proceeds. The proceeds After the exercise of remedies provided for in Section 10.02(a) (or after the Loans have automatically become immediately due and payable and the LC Exposure has automatically been required to be cash collateralized as set forth in Section 10.02(b)), any amounts received by the Administrative Agent or the Collateral Agent on account of the Obligations shall be applied 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsfollowing order: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to Administrative Agent and the Collateral Agent and their respective its agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or the Collateral Agent in connection therewith and all amounts for which Administrative the Collateral Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Loan 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; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and 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; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities LC Disbursements and obligations to Cash Collateralize L/C Liabilitiescash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Hedging Agreements and Swap Contracts that constitute or Treasury Services Agreements constituting Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities LC Disbursements and obligations to Cash Collateralize L/C Liabilitiescash collateralize Letters of Credit) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Hedging Agreements and Swap Contracts that constitute Treasury Services Agreements constituting Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. (a) The Collateral Trustee shall apply the proceeds received by Collateral Agent in respect of any sale ofcollection, collection from sale, foreclosure or other realization upon all or any part Collateral and the proceeds of any title insurance policy required under any real property mortgage in the Collateral pursuant to the exercise by Collateral Agent following order of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) Firstapplication: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees or any reasonable legal fees, costs and expenses, fees, commissions and Taxes of such sale, collection expenses or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or of any kind incurred by Administrative Agent the Collateral Trustee or Collateral Agent any co-trustee or agent in connection therewith and all with any Security Document, including any amounts for which Administrative Agent or payable by the Collateral AgentTrustee, as applicable is entitled collateral trustee, to indemnification or for the benefit of persons other than the Secured Debtholders pursuant to the provisions of any Credit Document; (b) Secondterms thereof; SECOND, to the respective Priority Debt Representatives for application to the payment of all other reasonable costs Priority Lien Obligations Equally and expenses of such saleRatably, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred be held by the other Secured Parties Priority Debt Representatives pending such application, until all Priority Debt Obligations have been paid in connection therewith; (c) Third, without duplication full in cash or the cash amount held by the Priority Debt Representatives in respect of amounts applied pursuant all Priority Lien Obligations is sufficient to clauses (a) and (b) abovepay all Priority Lien Obligations in full in cash; THIRD, to the indefeasible respective Parity Debt Representatives for application to the Parity Lien Obligations entitled to the benefit of such Collateral Equally and Ratably, or to be held by the Parity Debt Representatives pending such application, until all Parity Lien Obligations have been paid in full in cash or the cash amount held by the Parity Debt Representatives in respect of all Parity Lien Obligations is sufficient to pay all Parity Lien Obligations in full in cash; and FOURTH, any surplus remaining after the payment in full in cash, pro rata, cash of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect all of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute the Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, entitled to the indefeasible payment in full in cash, pro rata, benefit of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, such Collateral shall be paid to the Person lawfully entitled thereto (including Company or the other applicable Credit Party Obligor, as the case may be, or its successors or assigns) , or as a court of competent jurisdiction may direct. In For this purpose, “proceeds” of Collateral includes any and all cash, securities and other property realized from collection, foreclosure or enforcement of the event Collateral Trustee’s Liens upon the Collateral (including distributions of Collateral in satisfaction of any Secured Obligations). (b) If any Parity Debt Representative or any holder of a Parity Lien Obligation collects or receives any proceeds in respect of the Parity Lien Obligations that any such proceeds are insufficient should have been applied to pay the payment of the Priority Lien Obligations in full the items described in clauses accordance with clause (a) through (c) above and, with respect to a Parity Debt Representative, a Responsible Officer of this Section 11.02, the Credit Parties such Parity Debt Representative shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not have received written notice thereofnotice, together with or shall have actual knowledge, of the same prior to such supporting documentation as Administrative Agent may requestParity Debt Representative’s distribution of such proceeds, from whether after the applicable Cash Management Bank commencement of a Bankruptcy Case or Swap Providerotherwise, such Parity Debt Representative or such holder of a Parity Lien Obligation, as the case may be, shall forthwith deliver the same to the Collateral Trustee, for the account of the holders of the Priority Lien Obligations, in the form received, duly indorsed to the Collateral Trustee, for the account of the holders of the Priority Lien Obligations to be applied in accordance with clause (a) above. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shallUntil so delivered, such proceeds shall be held by such noticeParity Debt Representative or such holder of a Parity Lien Obligation, as the case may be, for the benefit of the holders of the Priority Lien Obligations and shall be deemed to have acknowledged be held segregated from other funds and accepted the appointment property held by such Parity Debt Representative or such holder of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoParity Lien Obligation.

Application of Proceeds. (a) The Collateral Trustee will apply the proceeds received by Collateral Agent in respect of any collection, sale ofby the Collateral Trustee, collection from foreclosure or other realization upon all upon, or exercise of any part right or remedy with respect to, any Collateral and the proceeds of any title insurance or other insurance policy (including business interruption insurance not constituting “Collateral” (as defined in the Collateral pursuant Working Capital Facility Credit Agreement)) required under any Parity Lien Document or otherwise covering the Collateral, and any condemnation proceeds with respect to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be appliedCollateral, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) Firstthe following order of application: FIRST, to the payment of all reasonable costs amounts then due and payable under this Agreement on account of the Collateral Trustee’s fees and any costs, expenses, fees, commissions reasonable legal fees (including reasonable legal fees and Taxes costs of such sale, collection counsel to the Collateral Trustee) or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or of any kind incurred by Administrative Agent the Collateral Trustee or any co-trustee or agent of the Collateral Agent Trustee in connection therewith with any Parity Lien Document (including, but not limited to, indemnification obligations (other than contingent indemnification obligations)), in each case, in accordance with Sections 7.8 and all amounts for which Administrative Agent or Collateral Agent7.9; SECOND, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Second, respective Parity Lien Representatives equally and ratably for application to the payment of all outstanding Parity Lien Debt, and any other reasonable costs Parity Lien Obligations, in either case that are then due and expenses of payable, in such saleorder as may be provided in the Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Parity Lien Debt, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costsother Parity Lien Obligations, liabilities that are in either case then due and advances made or incurred by the other Secured Parties in connection therewith; payable (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) aboveincluding, to the indefeasible payment 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 full the Parity Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in cashsuch proceeding but excluding contingent indemnity obligations for which no claim has been made) and including the discharge or cash collateralization (at the lower of (A) 105% of the aggregate undrawn amount thereof and (B) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Documents) of all outstanding letters of credit, pro rataif any, of interest and other amounts constituting Obligations (other than principal, constitutingthe reimbursement obligations in respect of L/C Liabilities and obligations which constitute Parity Lien Debt; provided, however, that for purposes of determining the amount of Parity Lien Obligations owed to Cash Collateralize L/C Liabilities) and any feesSecured Hedge Counterparty that is also a Forward Purchase Secured Hedge Counterparty pursuant to this clause second, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured the gross amount of Parity Lien Obligations (as defined in the Security Agreement) and other than any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations payable in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilitiesany Forward Purchase Contract) and any breakage, termination or other payments under the gross amount of Parity Lien Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court respect of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Forward Purchase Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or calculated separately (without regard to any netting between Forward Purchase Contracts and other Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent Contracts) and the Collateral Agent pursuant amount of Parity Lien Obligations payable to such Secured Hedge Counterparty that is also a Forward Purchase Secured Hedge Counterparty in respect of such Forward Purchase Contracts shall be limited to such Forward Purchase Secured Hedge Counterparty’s Forward Purchase Limited Exposure; provided, further that in no event shall the terms Parity Lien Obligations owing to a Forward Purchase Secured Hedge Counterparty under this clause second exceed the net Parity Lien Obligations of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.the Secured Hedge Counterparties then outstanding;

Application of Proceeds. The (a) Subject to the terms of the Intercreditor Agreement, the Collateral Trustee will apply the proceeds received by Collateral Agent in respect of any sale ofcollection, collection from sale, foreclosure or other realization upon all upon, or exercise of any part of the Collateral pursuant right or remedy with respect to, any Collateral, and any condemnation proceeds with respect to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be appliedCollateral, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) Firstthe following 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 costs and expenses, legal fees, commissions and Taxes of such salecosts, collection expenses or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or of any kind incurred by Administrative Agent the Collateral Trustee or any co-trustee or agent of the Collateral Agent Trustee in connection therewith and all amounts for which Administrative Agent or Collateral Agentwith any Parity Lien Document (including, as applicable is entitled to but not limited to, indemnification pursuant obligations); SECOND, to the provisions of any Credit Document; respective Parity Lien Representatives equally and ratably (bexcept as provided in Section 2.2(b)) Second, for application to the payment of all outstanding Parity Lien Debt and any other reasonable costs Parity Lien Obligations that are then due and expenses of payable in such sale, collection or other realization and of any receiver of any part of order as may be provided in the Collateral appointed pursuant Parity Lien Documents in an amount sufficient to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel pay in full in cash all outstanding Parity Lien Debt and all costs, liabilities other Parity Lien Obligations that are then due and advances made or incurred by the other Secured Parties in connection therewith; payable (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) aboveincluding, to the indefeasible extent legally permitted, all interest, fees and expenses accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Parity Lien Documents, even if such interest, fees or expenses is not enforceable, allowable or allowed as a claim in such proceeding but excluding contingent indemnity obligations for which no claim has been made), 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 Parity Lien Document) of all outstanding letters of credit, if any, constituting Parity Lien Debt); THIRD, any surplus remaining after the payment in full in cash, pro rata, cash of interest and other the amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined described in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with preceding clauses will be paid as required under Section 6.01 of the respective amounts thereof then due and owing; (d) FourthIntercreditor Agreement or otherwise, to the indefeasible payment applicable Grantor, and as directed in full in cashwriting by the Company, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or 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 Representative and the Collateral Trustee as holder of Parity Liens. In The Parity Lien Representative of each future Series of Parity Lien Debt will be required to deliver to the event Collateral Trustee a Collateral Trust Joinder as provided in Section 3.8 at the time of incurrence of such Series of Parity Lien Debt (it being understood that the Trustee shall be the Parity Lien Representative of the holders of the Initial Notes and any such proceeds are insufficient Additional Notes, and no Collateral Trustee Joinder shall be required to pay be delivered in full the items described in clauses (a) through connection with an issuance of Additional Notes). (c) In connection with the application of this proceeds pursuant to Section 11.023.4(a), except as otherwise directed by an Act of Parity Lien Debtholders, the Credit Parties Collateral Trustee may (but shall remain liable, jointly and severally, not be obligated to) sell any non-cash proceeds for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from cash prior to the application described above if Administrative Agent has not received written notice of the proceeds thereof. (d) In making the determinations and allocations in accordance with Section 3.4(a), together with such supporting documentation as Administrative Agent the Collateral Trustee may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated conclusively rely upon information supplied by the preceding sentence shall, by relevant Parity Lien Representative as to the amounts of unpaid principal and interest and other amounts outstanding with respect to its respective Parity Lien Debt and any other Parity Lien Obligations; and if such notice, be deemed Parity Lien Representative does not provide such information to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to Trustee, then the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoCollateral Trustee may conclusively rely upon such information provided by the Company.

Application of Proceeds. The Following the occurrence of an Event of Default (as defined in the Intercreditor Agreement), the proceeds received by Collateral Agent in respect of any collection, sale of, collection from or other realization upon of all or any part of the Senior Collateral pursuant to the exercise Senior Security Documents and all or any portion of the Equity Contribution made pursuant to the Equity Contribution Agreement, and any other cash at the time of such collection, sale or other realization held by the Collateral Agent of its remedies, under the Senior Security Documents or otherwise received after acceleration of the Loansthis Article 4, shall be applied, in full or in part, together with any other sums then held applied by the Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsin the following order or priority: (a1) Firstfirst, to the payment of (a) all reasonable costs and expensesexpenses relating to the sale of the Senior Collateral and the collection of all amounts owing hereunder, feesincluding attorneys' fees and disbursements and the reasonable compensation of the Collateral Agent, commissions and Taxes of such sale, collection or other realization including compensation to the Administrative Agent and Collateral the Intercreditor Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent for services rendered in connection therewith or in connection with any pro- ceeding to sell if a sale is not completed, in each case, whether arising hereunder or under the other Senior Security Documents or other Financing Documents, (b) all charges, expenses and all amounts for which Administrative Agent advances incurred or made by the Collateral Agent, as applicable is entitled the Administrative Agent and the Intercreditor Agent in order to indemnification pursuant to protect the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part Liens of the Collateral appointed pursuant to the applicable Senior Security Documents including compensation to or the other Secured Parties security afforded thereby, and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to all liabilities (including those specified in clauses (a) and (b) immediately above) incurred by the Collateral Agent, the Administrative Agent and the Intercreditor Agent, regardless of whether such liabilities arise out of the sale of Senior Collateral or the collection of amounts owing hereunder, which are covered by the indemnity provisions of this Agreement or the other Senior Security Documents or other Financing Documents, together with interest thereon at the rate per annum equal the Post Default Rate, computed on the basis of the actual number of days elapsed and a year of 360 days; (2) second, to the indefeasible payment of accrued and unpaid interest on interest that became overdue on the Senior Secured Obligations, ratably, in full an amount necessary to make the respective Senior Secured Parties current on interest on overdue interest due under the respective Financing Documents to the same proportionate extent as the other respective Senior Secured Parties are then current on interest on overdue interest due under the respective Financing Documents; (3) third, to the payment of accrued and unpaid interest on principal of the Senior Secured Obligations, ratably, in cashan amount necessary to make the respective Senior Secured Parties current on interest on overdue principal due under the respective Financing Documents to the same proportionate extent as the other respective Senior Secured Parties are then current on interest on overdue principal due under the respective Financing Documents; (4) fourth, to the payment to each of the Senior Secured Parties of any accrued but unpaid commitment fees or other fees owed to such Person, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably rata in accordance with the respective amounts thereof then due and owingowed to such Person; (d5) Fourthfifth, to the indefeasible payment in full in cashto each of the Senior Secured Parties of the remaining principal, premium (if any), interest and other Senior Secured Obligations owed to such Person hereunder or under any other Transaction Document, pro rata, of rata in accordance with the respective principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Senior Secured Obligations (as defined owed to such Person, to be applied by each such Person in accordance with the Security Agreement) and any interest accrued thereonrespective Financing Documents pursuant to which such Senior Secured Obligations were incurred; and (e6) Fifth, the balance, if anyfinally, to the Person lawfully entitled thereto (including payment to the applicable Credit Party Partnership and the Funding Corporation, or its their respective successors or assigns) , or as a court of competent jurisdiction may direct. In the event that , of any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretosurplus then remaining.

Application of Proceeds. The Administrative Agent shall apply the proceeds received by Collateral Agent in respect of any collection or sale ofof Collateral, collection from or other realization upon all or including any part Collateral consisting of the Collateral pursuant to the exercise by Collateral Agent of its remediescash, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First: FIRST, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or expenses incurred by the Administrative Agent or Collateral Agent in connection therewith with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all amounts for which advances (other than Protective Advances) made by the Administrative Agent hereunder or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions under any other Loan Document on behalf of any Credit Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; (b) Second; SECOND, to the payment in full of the Protective Advances and interest accrued thereon; THIRD, to the payment in full of all other reasonable costs Loan Document Obligations, the Designated Secured Hedge Obligations, the Designated Secured Corporate Credit Card Obligations, the Designated Secured Foreign Exchange Obligations and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Designated Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably amounts so applied to be distributed among the Secured Parties pro rata in accordance with the respective amounts thereof then due of the Loan Document Obligations, Designated Secured Hedge Obligations, Designated Secured Corporate Credit Card Obligations, Designated Secured Foreign Exchange Obligations and owing; (d) FourthDesignated Secured Cash Management Obligations owed to them on the date of any such distribution); FOURTH, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or all other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the Security Agreement) amounts of the Secured Obligations owed to them on the date of any such distribution); and any interest accrued thereon; and (e) Fifth, the balance, if anyFIFTH, to the Person lawfully entitled thereto (including the applicable Credit Party or its Grantors, their successors or assigns) , or as a court of competent jurisdiction may otherwise direct. In The Administrative Agent shall have absolute discretion as to the event that time of application of any such proceeds are insufficient proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Administrative Agent (including pursuant to pay in full the items described in clauses (a) through (c) a power of this Section 11.02sale granted by statute or under a judicial proceeding), the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding receipt of the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts Administrative Agent or of the officer making the sale shall be excluded from 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 described above if of any part of the purchase money paid over to the Administrative Agent has not received written notice or such officer or be answerable in any way for the misapplication thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The After the occurrence and during the continuance of any Event of Default and acceleration of the Obligations, all proceeds received realized from any Loan Party or on account of any Collateral owned by Collateral Agent a Loan Party or any payments in respect of any sale of, collection from or other realization upon Obligations and all or any part proceeds of the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansCollateral, shall be applied, applied in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsthe following order: (a) FirstFIRST, ratably to pay the Obligations in respect of any fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation Administrative Agent) then due to the Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent until paid in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Documentfull; (b) SecondSECOND, ratably to pay the Obligations in respect of any fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the payment of all other reasonable costs respective Lenders and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant Issuing Bank) then due to the applicable Security Documents including compensation to Lenders and the other Secured Parties and their agents and counsel and all costsIssuing Bank, liabilities and advances made or incurred by the other Secured Parties until paid in connection therewithfull; (c) ThirdTHIRD, without duplication ratably to pay interest accrued in respect of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principalany Obligations on account of Cash Management Services, reimbursement obligations in respect of L/C Liabilities Bank Products and obligations to Cash Collateralize L/C other outstanding Other Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined until paid in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingfull; (d) FourthFOURTH, to pay principal due in respect of the Swingline Loans until paid in full; (e) FIFTH, ratably to pay principal due in respect of the Revolving Credit Loans until paid in full; (f) SIXTH, to the indefeasible payment in full in cashAdministrative Agent, pro ratato be held by the Administrative Agent, of principal amount for the ratable benefit of the Issuing Bank and the Lenders as Cash Collateral in an amount up to 105% of the then Letter of Credit Outstandings until paid in full; (g) SEVENTH, ratably to pay any other outstanding Obligations and any premium thereon (including reimbursement obligations in respect any Obligations on account of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements Services, Bank Products and Swap Contracts that constitute Secured other Obligations (as defined in the Security Agreement) and any interest accrued thereonconstituting Other Liabilities); and (eh) Fifth, the balance, if anyEIGHTH, to the Borrowers or such other Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiencyunder Applicable Law. Notwithstanding the foregoingforegoing to the contrary, Excluded Swap Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be excluded made with respect to payments from other Loan Parties to preserve the application described allocation to Obligations otherwise set forth above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to in this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoSection.

Application of Proceeds. (a) The Collateral Trustee will apply the proceeds received by Collateral Agent in respect of any sale ofcollection, collection from sale, foreclosure or other realization upon all or any part Collateral and the proceeds of any title insurance policy required under any Secured Debt Document in the Collateral pursuant to the exercise by Collateral Agent following order of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) Firstapplication: FIRST, to the payment of all amounts payable to the Collateral Trustee, or any co-trustee or agent of the Collateral Trustee, under this Agreement or any Security Document, including all amounts payable under this Agreement on account of the Collateral Trustee's fees and any reasonable legal fees, costs and expenses, fees, commissions and Taxes of such sale, collection expenses or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or of any kind incurred by Administrative Agent the Collateral Trustee, or any co-trustee or agent of the Collateral Agent Trustee under this Agreement or in connection therewith with any Security Document; SECOND, to the respective Secured Debt Representatives for application to the Parity Secured Obligations equally and ratably until all amounts Parity Secured Obligations have been paid in full in cash for which Administrative Agent or Collateral Agentdistribution, as applicable is entitled to indemnification (1) in the case of the Notes, to the Trustee for application pursuant to the provisions Indenture, and (2) in the case of any Credit Document; (b) SecondSharing Eligible Debt Obligations, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed Sharing Eligible Debt Agent for application pursuant to the applicable Security Documents including compensation to terms of the other Secured Parties Sharing Eligible Debt Documents; and their agents and counsel and all costsTHIRD, liabilities and advances made or incurred by any surplus remaining after the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, cash of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect all of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute the Parity Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonwill be paid to applicable Pledgor, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) , or as a court of competent jurisdiction may direct. (b) If any Secured Party collects or receives any proceeds of such foreclosure, collection or other enforcement, whether after the commencement of an insolvency or liquidation proceeding or otherwise, such Secured Party will promptly deliver the same to the Collateral Trustee, for the account of the holders of the Parity Secured Obligations, to be applied in accordance with the provisions set forth above. In the event that any Until so delivered, such proceeds are insufficient to pay in full will be held by such Secured Party for the items described in clauses (a) through benefit of the holders of Parity Secured Obligations. (c) Section 3.4(b) is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of this Section 11.02Secured Obligations, the Credit Parties shall remain liable, jointly each present and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under future Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent Debt Representative and the Collateral Agent Trustee. The Secured Debt Representative of each future Series of Parity Lien Debt will be required to deliver a Lien Sharing and Priority Confirmation to the Collateral Trustee and each other Secured Debt Representative at the time of incurrence of such Series of Parity Lien 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 terms Collateral Trustee may sell any non-cash proceeds for cash prior to the application of Article XII hereof for itself and its Affiliates as if a “Lender” party heretothe proceeds thereof.

Application of Proceeds. The proceeds received by (a) If an Event of Default shall have occurred and be continuing, the Collateral Agent may apply (i) any cash held in respect the Cash Collateral Account and (ii) the proceeds of any sale of, collection from or other realization upon disposition of all or any part of the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be appliedCollateral, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) Firstthe following order of priorities: first, to pay the payment of all reasonable costs and expenses, fees, commissions and Taxes expenses of such sale, collection sale or other realization disposition, including reasonable compensation to Administrative Agent agents of and counsel for the Collateral Agent and their respective agents and counselAgent, and all expenses, liabilities and advances incurred or made or incurred by Administrative Agent or the Collateral Agent in connection therewith with the Security Documents, and all any other amounts for which Administrative then due and payable to the Collateral Agent pursuant to Section 8 or Collateral Agent, as applicable is entitled to indemnification any Agent pursuant to the provisions of any Credit Document; (b) SecondAgreement; second, to pay the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part unpaid principal of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principalthe Secured Bi-Lateral Letter of Credit Obligations, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under the Secured Cash Management Agreements Obligations, the Secured Vendor Financing Obligations and Swap Contracts that constitute the Second Secured Derivative Obligations) ratably (or to provide for the payment thereof pursuant to Section 7(b)), until payment in full of the principal of all such Secured Obligations (as defined in other than the Security AgreementSecured Bi-Lateral Letter of Credit Obligations, the Secured Cash Management Obligations, the Secured Vendor Financing Obligations and Second Secured Derivative Obligations) shall have been made (or so provided for); third, to pay ratably all interest (including Post-Petition Interest) on the Secured Obligations (other than the Secured Bi-Lateral Letter of Credit Obligations, the Secured Cash Management Obligations, the Secured Vendor Financing Obligations and the Secured Derivative Obligations) and any interest accrued thereonall commitment and other fees payable under the Related Documents, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible until payment in full in cashof all such interest and fees shall have been made; fourth, pro ratato pay all other Secured Obligations (other than the Secured Bi-Lateral Letter of Credit Obligations, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements Obligations, the Secured Vendor Financing Obligations and Swap Contracts that constitute the Secured Derivative Obligations) ratably (or to provide for the payment thereof pursuant to Section 7(b)), until payment in full of all such other Secured Obligations (as defined in other than the Security Agreement) and any interest accrued thereon; and (e) FifthSecured Bi-Lateral Letter of Credit Obligations, the balanceSecured Cash Management Obligations, if anythe Secured Vendor Financing Obligations and the Secured Derivative Obligations) shall have been made (or so provided for); fifth, to pay ratably the Person lawfully entitled thereto unpaid principal of the Secured Bi-Lateral Letter of Credit Obligations, the Secured Cash Management Obligations, and the Secured Vendor Financing Obligations (or to provide payment therefor pursuant to Section 7(b)), until payment in full of the principal of all Secured Bi-Lateral Letter of Credit Obligations, Secured Cash Management Obligations and Secured Vendor Financing Obligations shall have been made (or so provided for); sixth, to pay ratably all interest (including Post-Petition Interest) on the applicable Secured Bi-Lateral Letter of Credit Party or its successors or assigns) Obligations, the Secured Cash Management Obligations, the Secured Vendor Financing Obligations and the First Secured Derivative Obligations, until payment in full of all such interest has been made; seventh, to pay ratably all the unpaid principal of the Second Secured Derivative Obligations; eighth, to pay ratably all interest on the Second Secured Derivative Obligations; and finally, to pay to the Lien Grantor, or as a court of competent jurisdiction may direct, any surplus then remaining from the proceeds of the Collateral owned by it. In The Collateral Agent may make such distributions hereunder in cash or in kind or, on a ratable basis, in any combination thereof. Notwithstanding anything to the event contrary herein, the parties hereto agree that the unpaid principal (i.e., the Xxxx-to-Market Value) of the First Secured Derivative Obligations shall be paid, ratably with the unpaid principal of other Secured Obligations (other than Second Secured Derivative Obligations, Secured Bi-Lateral Letter of Credit Obligations, Secured Cash Management Obligations and Secured Vendor Financing Obligations), pursuant to clause second; provided that if on the date of any application of cash or proceeds in accordance with this Section 7(a), the aggregate Xxxx-to-Market Value of First Secured Derivative Obligations exceeds an amount equal to the difference of $150,000,000 less the aggregate Xxxx-to-Market Value of First Secured Derivative Obligations previously paid pursuant to this Section 7(a) and Section 7(a) of any other Security Agreement (such proceeds are insufficient difference, the “Available Derivative Amount” at such date), then: (x) the Secured Obligations payable pursuant to clause second shall be the Xxxx-to-Market Value of First Secured Derivative Obligations in an aggregate amount equal to the Available Derivative Amount at such date (which Available Derivative Amount shall represent and be comprised of a ratable portion (the “Permitted Ratable Portion”) of the Xxxx-to-Market Value of each First Secured Derivative Obligation), and (y) the portion of the Xxxx-to-Market Value of each First Secured Derivative Obligation that is in excess of the Permitted Ratable Portion referred to in clause (x) (and is therefore not paid ratably with the unpaid principal of Secured Obligations pursuant to clause second) shall, for all purposes of this Section 7(a), be treated as and deemed to be unpaid principal of a Second Secured Derivative Obligation, and shall be paid, ratably with the unpaid principal of all other Second Secured Derivative Obligations, Secured Bi-Lateral Letter of Credit Obligations, Secured Cash Management Obligations and Secured Vendor Financing Obligations, pursuant to clause fifth. (b) If at any time any portion of any monies collected or received by the Collateral Agent would, but for the provisions of this Section 7(b), be payable pursuant to Section 7(a) in respect of an Unliquidated Secured Obligation, the Collateral Agent shall not apply any monies to pay such Unliquidated Secured Obligation but instead shall request the holder thereof, at least 10 days before each proposed distribution hereunder, to notify the Collateral Agent as to the maximum amount of such Unliquidated Secured Obligation if then ascertainable (e.g., in full the items described case of a letter of credit, the maximum amount available for subsequent drawings thereunder). If the holder of such Unliquidated Secured Obligation does not notify the Collateral Agent of the maximum ascertainable amount thereof at least two Domestic Business Days before such distribution, such Unliquidated Secured Obligation will not be entitled to share in clauses such distribution. If such holder does so notify the Collateral Agent as to the maximum ascertainable amount thereof, the Collateral Agent will allocate to such holder a portion of the monies to be distributed in such distribution, calculated as if such Unliquidated Secured Obligation were outstanding in such maximum ascertainable amount. However, the Collateral Agent will not apply such portion of such monies to pay such Unliquidated Secured Obligation, but instead will hold such monies or invest such monies in Liquid Investments. All such monies and Liquid Investments and all proceeds thereof will constitute Collateral hereunder, but will be subject to distribution in accordance with this Section 7(b) rather than Section 7(a). The Collateral Agent will hold all such monies and Liquid Investments and the net proceeds thereof in trust until all or part of such Unliquidated Secured Obligation becomes a Liquidated Secured Obligation, whereupon the Collateral Agent at the request of the relevant Secured Party will apply the amount so held in trust to pay such Liquidated Secured Obligation; provided that, if the other Secured Obligations theretofore paid pursuant to the same clause of Section 7(a) (ai.e., clause second, fourth or fifth) through were not paid in full, the Collateral Agent will apply the amount so held in trust to pay the same percentage of such Liquidated Secured Obligation as the percentage of such other Secured Obligations theretofore paid pursuant to the same clause of Section 7(a). If (i) the holder of such Unliquidated Secured Obligation shall advise the Collateral Agent that no portion thereof remains in the category of an Unliquidated Secured Obligation and (ii) the Collateral Agent still holds any amount held in trust pursuant to this Section 7(b)in respect of such Unliquidated Secured Obligation (after paying all amounts payable pursuant to the preceding sentence with respect to any portions thereof that became Liquidated Secured Obligations), such remaining amount will be applied by the Collateral Agent in the order of priorities set forth in Section 7(a). (c) of In making the payments and allocations required by this Section 11.02Section, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Collateral Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may berely upon information supplied to it pursuant to Section 11(g). Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated All distributions made by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to this Section shall be final (except in the terms case of Article XII hereof for itself manifest error) and its Affiliates the Collateral Agent shall have no duty to inquire as if a “Lender” party heretoto the application by any Secured Party of any amount distributed to it.

Application of Proceeds. (a) The Collateral Trustee will apply the proceeds received by Collateral Agent in respect of any sale ofcollection, collection from sale, foreclosure or other realization upon all upon, or exercise of any part right or remedy with respect to, any Collateral and the proceeds of any title insurance or other insurance policy required under any Priority Lien Document or Parity Lien Debt Document or otherwise covering the Collateral pursuant to in the exercise by Collateral Agent following order of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) Firstapplication: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable legal fees, costs and expensesexpenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security Document (including, feesbut not limited to, commissions indemnification obligations that are then due and Taxes payable); SECOND, to the repayment of obligations, other than Secured Obligations, secured by a Lien on the Collateral sold or realized upon to the extent that such other Lien has priority over the Lien of the Collateral Trustee if such obligation is required to be discharged (in whole or in part) in connection with such sale; THIRD, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Secondrespective Priority Lien Debt Representatives, Hedge Providers and Bank Product Providers equally and ratably for application to the payment of all outstanding Priority Lien Debt and any other reasonable costs Priority Lien Debt Obligations that are then due and expenses of payable (for application in such sale, collection or order as may be provided in the Priority Lien Debt Documents applicable to the respective Priority Lien Debt Obligations) in an amount sufficient to pay in full in cash all outstanding Priority Lien Debt and all other realization Priority Lien Debt Obligations that are then due and payable (including all interest and fees accrued thereon after the commencement of any receiver Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien Debt 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 any part (1) 105% of the Collateral appointed pursuant to aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and Priority Lien Document) of all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication outstanding letters of amounts applied pursuant to clauses (a) and (b) abovecredit constituting Priority Lien Debt); FOURTH, to the indefeasible respective Parity Lien Debt Representatives equally and ratably for application to the payment of all outstanding Parity Lien Debt and any other Parity Lien Debt Obligations that are then due and payable (for application in such order as may be provided in the Parity Lien Debt Documents applicable to the respective Parity Lien Debt Obligations) in an amount sufficient to pay in full in cash all outstanding Parity Lien Debt and all other Parity Lien Debt Obligations that are then due and payable (including, to the extent legally permitted, all interest and fees accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Parity Lien Debt 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 Parity Lien Debt Document) of all outstanding letters of credit, if any, constituting Parity Lien Debt); and FIFTH, any surplus remaining after the payment in full in cash, pro rata, cash of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined described in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, preceding clauses will be paid to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination Borrower or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or Guarantor, as the case may be, its successors or assigns) , or to such other Persons as may be entitled to such amounts under applicable law or as a court of competent jurisdiction may direct. In . (b) If any Parity Lien Debt Representative or any holder of a Parity Lien Debt Obligation collects or receives any proceeds of such foreclosure, collection or other enforcement or proceeds of any title or other insurance that should have been applied to the event that any payment of the Priority Lien Debt Obligations in accordance with Section 3.4(a) above, whether after the commencement of an Insolvency or Liquidation Proceeding or otherwise, such proceeds are insufficient to pay in full the items described in clauses (a) through (c) Parity Lien Debt Representative or such holder of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Providera Parity Lien Debt Obligation, as the case may be, will forthwith deliver the same to the Collateral Trustee, for the account of the holders of the Priority Lien Debt Obligations, to be applied in accordance with Section 3.4(a). Each Cash Management Until so delivered, such proceeds will be held by that Parity Lien Debt Representative or that holder of a Parity Lien Debt Obligation, as the case may be, for the benefit of the holders of the Priority Lien Debt Obligations. (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 Trustee as holder of Priority Liens and Parity Liens. 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 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 Trustee 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 Trustee may conclusively rely upon information supplied by the relevant Priority Lien Debt 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 Debt Obligations and the amount of any “settlement amount” (or Swap similar term) of any Hedge Agreements included in the Priority Lien Debt Obligations and 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 Debt and any other Parity Lien Debt Obligations. In calculating the amount of Secured Obligations owed to any Hedge Provider, the Secured Obligations owed to such Hedge Provider not shall be determined by the relevant Hedge Provider in accordance with the terms of the relevant Hedge Agreement; provided that, notwithstanding anything herein or in any other Secured Obligations 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 that has given the notice contemplated by the preceding sentence shallAgreement, such calculation shall setoff and net all Obligations owing to such Hedge Provider or owed by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoHedge Provider under each such confirmation or trade and/or additional Hedge Agreement.

Application of Proceeds. The proceeds received by Collateral Agent in respect After the occurrence of any sale of, collection from or other realization upon all or any part an Event of the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after Default and acceleration of the LoansObligations, all proceeds realized from any Loan Party or on account of any Collateral shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (a) FirstWith respect to any and all proceeds, other than the proceeds from Term Loan Priority Collateral: FIRST, to payment of that portion of the Obligations hereunder (excluding Obligations set forth in clause (c) of the definition thereof) constituting fees and indemnities due to the Administrative Agent, the Collateral Agent, the Revolving Loan Lenders and the Issuing Bank under the Loan Documents, and the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or expenses incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or the Collateral Agent, as applicable is entitled to indemnification pursuant in connection with such collection or sale or otherwise in connection with this 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 and the Collateral Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder, under any other Loan Document; SECOND, to the provisions payment of any accrued and unpaid interest and principal on the Swingline Loans; THIRD, to the payment of accrued and unpaid interest on the Revolving Loans; FOURTH, pro rata to Revolving Loan Lenders, to the payment of outstanding principal on the Revolving Loans; FIFTH, to the Cash Collateral Account as collateral for Letter of Credit Document; (b) SecondOutstandings up to 103% thereof; SIXTH, to the payment of all other Obligations of the Loan Parties set forth in clause (c)(i) of the definition of Obligations; SEVENTH, to the payment of all Obligations of the Loan Parties set forth in clause (c)(ii) of the definition of Obligations up to the amount of the Bank Products Cap; EIGHTH, to the payment of any fees due to the Term Loan Agent under the Loan Documents; NINTH, to the payment of any fees and indemnities due to the Term Loan Lenders under the Loan Documents; TENTH, to the payment of accrued and unpaid interest on the Term Loan; ELEVENTH, to the payment of outstanding principal on the Term Loan; 128 (b) With respect to any and all proceeds from Term Loan Priority Collateral: FIRST, to payment of that portion of the Obligations hereunder constituting fees and indemnities due to the Term Loan Agent and the Term Loan Lenders under the Loan Documents, and the payment of all reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties Term Loan Agent in connection therewith; (c) Thirdwith such collection or sale or otherwise in connection with this Agreement or any of the Obligations, without duplication including all court costs and the reasonable fees and expenses of amounts applied pursuant to clauses (a) its agents and (b) abovelegal counsel, the repayment of all advances made by the Term Loan Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder, under any other Loan Document; SECOND, to the indefeasible payment in full in cash, pro rata, of accrued and unpaid interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in on the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) FourthTerm Loan; THIRD, to the indefeasible payment in full in cash, pro rata, of outstanding principal amount of on the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonTerm Loan; and (e) Fifth, the balance, if anyFOURTH, to the Person lawfully entitled thereto payment of any fees and indemnities due to the Administrative Agent, the Collateral Agent, the Issuing Bank, and the Revolving Loan Lenders under the Loan Documents; FIFTH, to the payment of accrued and unpaid interest and principal on the Swingline Loans; SIXTH, to the payment of accrued and unpaid interest on the Revolving Loans; SEVENTH, pro rata to Revolving Loan Lenders, to the payment of outstanding principal on the Revolving Loans; EIGHTH, to the Cash Collateral Account as collateral for Letter of Credit Outstandings up to 103% thereof; NINTH, to the payment of all Obligations of the Loan Parties set forth in clause (including c)(i) of the applicable Credit Party or definition of Obligations; TENTH, to the payment of all Obligations of the Loan Parties set forth in clause (c)(ii) of the definition of Obligations; and ELEVENTH, to the Borrower, its successors or assigns) , or as a court of competent jurisdiction may otherwise direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.129

Application of Proceeds. The proceeds After the exercise of remedies provided for in Section 7.1 (or after the Obligations have automatically become immediately due and payable as set forth in Section 7.1), any amounts held in the Collection Account and/or received on account of the Secured Obligations shall be applied by Collateral the Administrative 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsfollowing order: (a) First, on a pari passu basis, (i) to the payment Collection Account Bank, the Collection Account Bank Fees, reimbursable expenses and indemnification amounts of all reasonable costs the Collection Account Bank accrued and expenses, fees, commissions and Taxes unpaid as of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counseldate, and all expenses(ii) to the Administrative Agent, liabilities to pay any other accrued but unpaid fees and advances made or incurred by expenses and indemnification amounts of the Administrative Agent or Collateral Agent in connection therewith with this Agreement and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any other Credit Document; (b) Second, to the payment of all other reasonable costs Servicer, any accrued and unpaid Servicing Fees or reimbursable expenses of such sale, collection or other realization and of any receiver of any part of due under the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewithServicing Agreement; (c) Third, without duplication to the Administrative Agent for the benefit of amounts applied pursuant to clauses (a) and (b) abovethe Lenders, to pay any accrued but unpaid interest, fees and expenses and indemnification amounts of the indefeasible payment Lenders in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) connection with this Agreement and any feesother Credit Document (including, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and without limitation, any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingClosing Payment); (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount that portion of the Obligations constituting accrued and any premium thereon (including reimbursement obligations unpaid interest on the Loans and other Obligations, and fees, ratably among the Lenders in respect of L/C Liabilities and obligations proportion to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined the respective amounts described in the Security Agreement) and any interest accrued thereon; andthis clause Fourth payable to them; (e) Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; (f) Sixth, to payment of all other Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause Sixth held by them; (g) Seventh, to CoBank, for payment or cash collateralization (if agreed by CoBank) of that portion of Other Liabilities then outstanding; and (h) Last, the balance, if any, after payment in full of all of the Secured Obligations, to the Person lawfully entitled thereto (including Borrower or as otherwise required by Law. If and to the applicable Credit extent the Administrative Agent has received notice or other evidence that any amount claimed as a Secured Obligation is or could reasonably be determined to be an Excluded Swap Obligation with respect to any Transaction Party, amounts received from such Transaction Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any assets shall not be applied to such proceeds are insufficient Excluded Swap Obligations with respect to pay in full the items described in clauses (a) through (c) of this Section 11.02such Transaction Party, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts adjustments shall be excluded made with respect to amounts received from other Transaction Parties and their assets as the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may requestdetermine, in consultation with or at the direction of, the Lenders to be equitable (which may include the purchase and sale of participation interests) so that, to the maximum extent practical, the benefit of all amounts received from the Transaction Parties and their assets are shared in accordance with the allocation of recoveries set forth above that would apply if the applicable Cash Management Bank or Swap Provider, as the case may beObligations were not Excluded Swap Obligations. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged Transaction Party acknowledges and accepted the appointment of Administrative Agent and the Collateral Agent pursuant consents to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoforegoing.

Application of Proceeds. The (i) Subject in all respects to the provisions of the ABL Intercreditor Agreement, all proceeds of US Collateral received by Collateral the Administrative Agent in respect at any time when an Event of any sale of, collection from or other realization upon Default exists and all or any part 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 US Collateral pursuant to the exercise US Collateral Documents shall, upon election by Collateral the Administrative Agent of its remedies, or otherwise received after acceleration at the direction of the LoansUS Required Lenders, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) Firstapplied first, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or expenses then due incurred by the Administrative Agent or Collateral Agent in connection therewith with any collection, sale or realization on US Collateral or otherwise in connection with this Agreement, any other Loan Document or any of the US 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 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 (other than those covered in clause first above) or any 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 on the date of any 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 (other than any Secured Obligations incurred after the Amendment No. 2 Effective Date 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) (other than contingent indemnification obligations for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant no claim has yet been made) owed to the provisions Secured Parties on the date of any Credit Document; (b) Secondsuch distribution, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting (x) the US Secured Obligations (other than principalUS Secured Hedging Obligations and US Secured Banking Services Obligations) (including, reimbursement obligations with respect to US LC Exposure, an amount to be paid to the Administrative Agent equal to 100% of the US LC Exposure (minus the amount then on deposit in respect 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 L/C Liabilities Credit 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 obligations to Cash Collateralize L/C Liabilities) and any feesSecured Banking Services Obligations, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute in each case, constituting US Secured Obligations (as defined other than those covered in the Security Agreement) and any interest accrued thereonclause fourth above), in each case equally and ratably 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 at the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifthdirection of, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) Lead Borrower or as a court of competent jurisdiction may otherwise direct. In . (ii) Subject in all respects to the event that provisions of the ABL Intercreditor Agreement (and any such Applicable Intercreditor Agreement), if applicable, all proceeds are insufficient to pay in full of Canadian Collateral received by the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not 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 Section 7.01 or otherwise received written notice thereof, together in connection with such supporting documentation as Administrative Agent may request, from any foreclosure on or other exercise of remedies with respect to the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Canadian Collateral Agent pursuant to the terms Canadian Security Agreement or other Collateral Documents, shall, upon election by the Administrative Agent or at the direction of Article XII hereof the Canadian Required Lenders, be applied first, to the payment of all 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 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 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 (other than those covered in clause first above) 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 (other than contingent indemnification obligations for itself which no claim has yet been made) owed to the Secured Parties on the date of any such distribution, to the payment in full of (x) the Canadian Secured Obligations (other than Canadian Secured Hedging Obligations and its Affiliates Canadian Secured Banking Services Obligations) (including, with respect to Canadian LC Exposure, an amount to be paid to the Administrative Agent equal to 100% of the Canadian LC Exposure (minus the amount then on deposit in the Canadian 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 be applied in accordance with this Section 2.18(b), beginning with clause first above, fifth, on a “Lender” party heretopro rata basis, to the payment in full of Secured Hedging Obligations 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. The proceeds From and during the continuance of any Matured Default, any monies or property actually received by Collateral the Administrative 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement or any other Loan Document, the exercise of any rights or remedies under any Collateral Document or any other agreement with the Borrower or any Subsidiary which secures any of the Obligations, shall be applied in the following order (subject to the applicable sharing provisions of the Prudential Intercreditor Agreement, promptly by Collateral Agent as follows:): (a) First, to the payment of all the reasonable costs and expenses, liabilities, losses, costs, duties, fees, commissions and Taxes of such salecharges or other moneys whatsoever (together with interest payable thereon) as may have been paid or incurred in, collection about or incidental to any sale or other realization of Collateral, including reasonable compensation to the Administrative Agent and Collateral Agent and their respective its agents and counsel, and all expensesto the ratable payment of any other unreimbursed reasonable expenses and indemnities for which the Administrative Agent, liabilities and advances made or incurred by Administrative the Collateral Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable any Bank is entitled to indemnification be reimbursed pursuant to the provisions of this Agreement or any Credit other Loan Document, in each case that are then due and payable; (b) Second, to the ratable payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part accrued but unpaid fees of the Collateral appointed pursuant Administrative Agent, Unused Portion Fees, letter of credit fees owing to the applicable Security Documents including compensation to Administrative Agent and the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewithBanks under this Agreement; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible ratable payment in full in cash, pro rata, of accrued but unpaid interest on the Loans and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of any unpaid L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingpayable under this Agreement; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of Collateral Agent to cash collateralize the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; andObligations; (e) Fifth, ratably, according to the balancethen unpaid amounts thereof, if anywithout preference or priority of any kind among them, to the Person lawfully entitled thereto (including ratable payment of all other Obligations then due and payable which relate to Loans and Letters of Credit and which are owing to the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02Administrative Agent, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Collateral Agent and the Collateral Agent pursuant Banks; (f) Sixth, ratably, according to the terms unpaid termination amounts thereof, to the payment of Article XII hereof for itself all Rate Management Obligations of the Borrower or its Subsidiaries owing to any Bank (or Affiliate of any Bank), to the extent then due and its Affiliates as if a “Lender” party heretopayable; (g) Seventh, ratably according to the unpaid amounts thereof, to the payment of all Obligations owing to the Banks with respect to any Treasury Management Agreements; (h) Eighth, to the ratable payment of any other Obligations then due and payable; and (i) Ninth, any excess after payment in full of all Obligations shall be paid to the Borrower or to such other Person who may be lawfully entitled to receive such excess.

Application of Proceeds. The proceeds received by 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 Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under the Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingObligations; (d) Fourth, to Administrative Agent for the indefeasible payment in full in cash, pro rata, of principal amount account of the Obligations and any premium thereon (including reimbursement obligations in respect L/C Lenders, to Cash Collateralize that portion of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in comprised of the Security Agreement) and any interest accrued thereonaggregate undrawn amount of Letters of Credit; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cd) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The (a) Upon the occurrence and during the continuance of an Event of Default, the proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon upon, all or any part of the Collateral pursuant to and any cash held shall be applied by the exercise by Collateral Agent in the following order of its remediespriorities: first, or otherwise received after acceleration to payment of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes expenses of such sale, collection sale or other realization realization, including reasonable compensation to Administrative Agent and Collateral Agent and their respective agents and counselcounsel for the Collateral Agent, and all expenses, liabilities and advances incurred or made or incurred by Administrative Agent or the Collateral Agent in connection therewith therewith, and all amounts any other unreimbursed expenses for which Administrative Agent or the Collateral Agent, as applicable the Administrative Agent, any Bank or NML is entitled to indemnification be reimbursed pursuant to the provisions of any Credit Document; (b) SecondAgreement or the NML Note Agreement, as the case may be, and unpaid fees owing to the Agents under the Credit Agreement; second, to the ratable payment of accrued but unpaid interest on the Bank Secured Obligations and the NML Secured Obligations; third, to the ratable payment of (x) the Bank Secured Obligations consisting of unpaid principal of Loans and, subject to the second sentence of subsection (B), Letter of Credit Obligations and (y) the NML Secured Obligations; fourth, to the ratable payment of all other reasonable costs Bank Secured Obligations and expenses of NML Secured Obligations, until all such sale, collection or other realization Secured Obligations shall have been paid in full; and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) abovefinally, 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party Pledgor or its successors or assigns) , or as a court of competent jurisdiction may direct. In the event that , of any surplus then remaining from such proceeds are insufficient to pay in full the items described in clauses proceeds. (ab) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative The Collateral Agent may requestmake distributions hereunder in cash or in kind or, from the applicable Cash Management Bank on a ratable basis, in any combination thereof. If at any time any monies collected or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated received by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent are distributable pursuant to this Section in respect of a Letter of Credit Obligation which is a contingent obligation at such time, then the terms Collateral Agent shall invest such amounts in Liquid Investments (as defined in the Company Security Agreement) selected by it and shall hold all such amounts so distributable and all such Liquid Investments and the net proceeds thereof in trust for application to the payment of Article XII hereof for itself and its Affiliates such Letter of Credit Obligation at such time as if such Letter of Credit Obligation is no longer a “Lender” party hereto.contingent obligation. If the Collateral Agent holds any amounts which were

Application of Proceeds. The proceeds (a) Upon the Security Trustee becoming aware that the security constituted by the Security Documents has become enforceable in accordance with their respective terms, the Security Trustee shall notify each Beneficiary (or each Agent acting on behalf of any Beneficiary) as soon as reasonably practicable that such security has become enforceable. (b) Any moneys received by Collateral Agent the Security Trustee pursuant to the Security Documents or by any Receiver appointed pursuant to any Security Document shall be allocated by the Security Trustee (i) in the case of Designated Security, in accordance with paragraph (c) below and (ii) in the case of Undesignated Security, in accordance with paragraph (d) below. (c) Any moneys received by the Security Trustee or by any Receiver appointed by it pursuant to any Security Document in respect of any sale ofBeneficiary's Designated Security (together with the Related Security Assets) shall be applied by the Security Trustee in the following order of priority: (i) first, collection from or other realization upon in payment of all or any part Relevant Trustee Costs; (ii) secondly, in satisfaction when due of the Collateral Secured Liabilities (other than Relevant Trustee Costs) owed to the Relevant Beneficiary arising under or in connection with the Funding Agreement relating to such Designated Security in the order of priority set out therein; (iii) thirdly, to the extent not recovered under (i) above, in or towards payment of all Trustee Costs; (iv) fourthly, in satisfaction when due of the Secured Liabilities owed to each Other Beneficiary arising under or in connection with the Other Funding Agreements in accordance with paragraph (e) below; and (v) fifthly, in payment of any surplus to the relevant Borrower. (d) Any moneys received by the Security Trustee or by any Receiver appointed by it pursuant to any Security Document in respect of any Undesignated Security (together with the exercise Related Security Assets) shall be applied by Collateral Agent the Security Trustee in the following order of its remediespriority: (i) first, to the extent not recovered under paragraph (c) above, in or otherwise received after acceleration towards payment of all Trustee Costs; (ii) secondly, to the extent not recovered under paragraph (c) above, in or towards payment of the LoansSecured Liabilities owed to each Beneficiary arising under or in connection with its respective Funding Agreement in accordance with paragraph (e) below; and (iii) thirdly, in payment of any surplus to the relevant Borrower. (e) Any moneys received by the Security Trustee or by any Receiver appointed pursuant to any Security Document and referred to in paragraphs 3.1(c)(iv) or 3.1(d)(ii) above, shall be appliedapplied by the Security Trustee by allocating the balance among the Beneficiaries whose Secured Liabilities have not been fully discharged under paragraphs 3.1(c)(ii) above by reference to their Overall Security Percentages so that the amount allocated to each Beneficiary shall be applied in satisfaction when due of the Secured Liabilities owed to such Beneficiary arising in connection with the relevant Funding Agreement in the order of priority set out therein (and so that, in full or in parteach case, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the surplus remaining after payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to Secured Liabilities when due shall be re-allocated among the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably remaining Beneficiaries mutatis mutandis in accordance with the respective amounts thereof then due and owing;foregoing provisions). (df) FourthIt is agreed by all Parties that each Relevant Beneficiary has a prior ranking interest in such Beneficiary's Designated Security including any Related Security Assets and that the interests of the Other Beneficiaries, in each case, are subordinated to this prior claim in the manner set out in paragraph (c) above. (g) Not later than three Business Days after any Enforcement Date, each Beneficiary shall notify the Security Trustee of the total outstanding amount due to it under and in connection with each Funding Agreement to which it is a party as at the Enforcement Date, giving such details as the Security Trustee may reasonably require. (h) In the case of any Beneficiary which has appointed an Agent to act as agent on its behalf under any Funding Agreement, where the provisions of this Deed require such Beneficiary to take any action, issue or execute any notices, instructions, requests or documents or give or withhold its consent or agreement, such Beneficiary shall act for such purposes exclusively through its Agent and the Agent shall, and shall be empowered to, take such action, issue or execute such notice, instruction, request or document or give or withhold consent or agreement, in each case, on behalf of such Beneficiary in accordance with the provisions of such Funding Agreement having regard to the indefeasible payment in full in cash, pro rata, of principal amount interests of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balanceBeneficiaries, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretothereto.

Application of Proceeds. The (a) After the occurrence of an Event of Default, the portion of the proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon enforcement of all or any part of the Collateral pursuant which is delivered to the exercise Agent by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreementthe provisions of the Security Agreement shall be applied by the Agent, promptly by Collateral Agent as follows: (a) after taking into account any adjustments made pursuant to Section 2.3(e): First, to the extent that any such proceeds arise from a sale of any of the Pledged Servicing, to the payment of any amounts due by the Company to any Approved Investor as a condition to the transfer of the Company's interest in any Servicing Agreements constituting Pledged Servicing pursuant to the terms of such Servicing Agreements, including without limitation all reasonable amounts described in the Acknowledgement Agreements; Second, to the extent not already paid from the Collateral proceeds by the Collateral Agent, to payment of all costs and expenses, fees, commissions and Taxes expenses of such salesale or enforcement, collection or other realization including reasonable compensation to Administrative Agent and Collateral Agent and their respective the Agent's agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative the Agent or Collateral Agent any Lender acting on instructions of the Required Lenders in connection therewith and all amounts for which Administrative Agent or therewith; Third, to the extent not already paid from the Collateral proceeds by the Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due Collateral Agent under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) ; Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of accrued and unpaid interest on the Obligations and any premium thereon Credit Indebtedness (including reimbursement obligations in respect of L/C Liabilities the accrued and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any unpaid interest accrued thereon; and (e) Fifth, the balanceportion, if any, of the Approved GNMA Letter of Credit Obligations), fees due hereunder and all other unpaid Credit Indebtedness other than the principal amount of Loans and the face amount (whether drawn or undrawn) of Approved GNMA Letters of Credit, ratably according to the Person lawfully entitled thereto respective amounts owing or due each Lender or Non-Lender Balance Bank until such amounts are paid in full; Fifth, to the total unpaid principal amount of all Loans and to the unpaid face amount (including whether drawn or undrawn) of Approved GNMA Letters of Credit, ratably according to the amount due each Lender (provided, however, that proceeds applicable to the undrawn face amount of Approved GNMA Letters of Credit Party shall be distributed in accordance with Section 10.5 below) until such amounts are paid in full; and Sixth, to the payment to the Company, or to its successors or assigns) , or as a court of competent jurisdiction may direct. In , of any surplus then remaining from such proceeds. (b) The Agent shall have absolute discretion as to the event that time of application of any such proceeds, moneys or balances in accordance with this Agreement. (c) If the proceeds of any such sale are insufficient to pay cover the costs and expenses of such sale, as aforesaid, and the payment in full of the items described in clauses (a) through (c) of this Section 11.02Credit Indebtedness, the Credit Parties Company and each Borrowing Subsidiary shall remain liable, jointly and severally, liable for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds (a) All moneys collected by the Chargee upon any sale or other disposition of the Collateral, together with all other moneys received by 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 Collateral Agent of its remedies, or otherwise received after acceleration of the LoansChargor hereunder, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant applied to this Agreement, promptly by Collateral Agent the payment ------- of the Obligations as follows: (aA) Firstfirst, to pay amounts referred to in Section 1(iii) and (iv) hereof; (B) second, to pay interest on and then principal of any portion of the Loans which the Agent may have advanced on behalf of any Lender for which the Agent has not then been reimbursed by such Lender or the Chargor; (C) third, to pay interest on and then principal of any protective advance made by the Agent for which the Agent has not then been paid by the Chargor or reimbursed by the Lenders; (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Agent; (E) fifth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the Issuing Banks; (F) sixth, to pay interest due in respect of Swing Line Loans; (G) seventh, to pay interest due in respect of Loans (other than Swing Line Loans) and LC Obligations; (H) eighth, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (I) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans) and Reimbursement Obligations in such order as the Agent may determine in its sole discretion; (J) tenth, to provide required cash collateral, if required pursuant to; (K) eleventh, to the ratable payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant Obligations with respect to the provisions Credit Agreement and the Loan Documents; and (L) twelfth, to the ratable payment of any Credit Document;all Obligations with respect to Financial Contracts. (b) Second, It is understood and agreed that the Chargor shall remain liable to the payment of all other reasonable costs and expenses of such sale, collection or other realization and extent of any receiver deficiency between the amount of any part the proceeds of the Collateral appointed pursuant to hereunder and the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal aggregate amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoObligations.

Application of Proceeds. The proceeds (a) Upon the Security Trustee becoming aware that the security constituted by the Security Documents has become enforceable in accordance with their respective terms, the Security Trustee shall notify each Beneficiary (or any Agent acting on behalf of such Beneficiary) as soon as reasonably practicable that such security has become enforceable. (b) Any moneys received by Collateral Agent the Security Trustee pursuant to the Security Documents or by any Receiver appointed pursuant to any Security Document shall be allocated by the Security Trustee (i) in the case of Designated Security, in accordance with paragraph (c) below and (ii) in the case of Undesignated Security, in accordance with paragraph (d) below. (c) Any moneys received by the Security Trustee or by any Receiver appointed by it pursuant to any Security Document in respect of any sale ofBeneficiary's Designated Security (together with the Related Security Assets) shall be applied by the Security Trustee in the following order of priority: (i) first, collection from or other realization upon in payment of all or any part Relevant Trustee Costs; (ii) secondly, in satisfaction when due of the Collateral Secured Liabilities (other than Relevant Trustee Costs) owed to the Relevant Beneficiary arising under or in connection with the Funding Agreement relating to such Designated Security in the order of priority set out therein; (iii) thirdly, to the extent not recovered under (i) above, in or towards payment of all Trustee Costs; (iv) fourthly, in satisfaction when due of the Secured Liabilities owed to each Other Beneficiary arising under or in connection with the Other Funding Agreements in accordance with paragraph (e) below; and (v) fifthly, in payment of any surplus to the Borrower. (d) Any moneys received by the Security Trustee or by any Receiver appointed by it pursuant to any Security Document in respect of any Undesignated Security (together with the exercise Related Security Assets) shall be applied by Collateral Agent the Security Trustee in the following order of its remediespriority: (i) first, to the extent not recovered under paragraph (c) above, in or otherwise received after acceleration towards payment of all Trustee Costs; (ii) secondly, to the extent not recovered under paragraph (c) above, in or towards payment of the LoansSecured Liabilities owed to each Beneficiary arising under or in connection with its respective Funding Agreement in accordance with paragraph (e) below; and (iii) thirdly, in payment of any surplus to the Borrower. (e) Any moneys received by the Security Trustee or by any Receiver appointed pursuant to any Security Document and referred to in paragraphs 3(c)(iv) or 3(d)(ii) above, shall be appliedapplied by the Security Trustee by allocating the balance among the Beneficiaries whose Secured Liabilities have not been fully discharged under paragraphs 3(c)(ii) above by reference to their Overall Security Percentages so that the amount allocated to each Beneficiary shall be applied in satisfaction when due of the Secured Liabilities owed to such Beneficiary arising in connection with the relevant Funding Agreement in the order of priority set out therein (and so that, in full or in parteach case, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the surplus remaining after payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to Secured Liabilities when due shall be re-allocated among the provisions of any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably remaining Beneficiaries mutatis mutandis in accordance with the respective amounts thereof then due and owing;foregoing provisions). (df) FourthIt is agreed by all Parties that each Relevant Beneficiary has a prior ranking interest in such Beneficiary's Designated Security including any Related Security Assets and that the interests of the Other Beneficiaries, in each case, are subordinated to this prior claim in the manner set out in paragraph (c) above. (g) Not later than three Business Days after any Enforcement Date, each Beneficiary shall notify the Security Trustee of the total outstanding amount due to it under and in connection with each Funding Agreement to which it is a party as at the Enforcement Date, giving such details as the Security Trustee may reasonably require. (h) In the case of any Lender which has appointed an Agent to act as agent on its behalf under any Funding Agreement, where the provisions of this Deed require such Lender to take any action, issue or execute any notices, instructions, requests or documents or give or withhold its consent or agreement, such Lender shall act for such purposes exclusively through its Agent and the Agent shall, and shall be empowered to, take such action, issue or execute such notice, instruction, request or document or give or withhold consent or agreement, in each case, on behalf of such Lender in accordance with the provisions of such Funding Agreement having regard to the indefeasible payment in full in cash, pro rata, of principal amount interests of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balanceLenders, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretothereto.

Application of Proceeds. The proceeds received At such intervals as may be agreed upon by Collateral the Borrower Representative and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent in respect of any sale of, collection from or other realization upon may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the Collateral pursuant guarantee set forth in Section 2, in payment of the Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Administrative Agent under the Loan Documents; Second, to pay accrued unpaid interest on the Obligations and fees and expenses owed to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration Lenders and Issuing Lender in respect of the LoansObligations (including Obligations in connection with Closing Date Swap Agreements, shall be appliedbut excluding Obligations in connection with other Specified Swap Agreements or, Specified Cash Management Agreements or Specified Bank Guarantees), pro rata among the Secured Parties according to the amounts of such Obligations then due and owing and remaining unpaid to the Secured Parties; Third, to pay principal (or the functional equivalent in full or the case of any Closing Date Swap Agreements) of the Obligations including, without limitation, Reimbursement Obligations then due and payable, cash collateralization of the aggregate undrawn face amount of all outstanding Letters of Credit and Obligations in part, together connection with any Closing Date Swap Agreements (but excluding Obligations in connection with other sums Specified Swap Agreements or, Specified Cash Management Agreements or Specified Bank Guarantees), pro rata among the Secured Parties according to the amounts of such Obligations then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) Firstthe Secured Parties; Fourth, to pay Obligations in connection with Specified Swap Agreements (other than in connection with any Closing Date Swap Agreement) and Specified Cash Management Agreements, pro rata among the payment of all reasonable costs and expenses, fees, commissions and Taxes Secured Parties according to the amounts of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred Obligations then held by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) SecondSecured Parties; Fifth, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of pay any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations including Obligations in respect of L/C Liabilities Specified Bank Guarantees), pro rata among the Secured Parties according to the amounts of such Obligations then held by the Secured Parties; and obligations Sixth, any balance remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding (other than Letters of Credit cash collateralized or backstopped in a manner satisfactory to Cash Collateralize L/C Liabilitiesthe Issuing Lender) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, Commitments shall have terminated shall be paid over to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations U.S. Borrower or to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person whomsoever may be lawfully entitled thereto (including to receive the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiencysame. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts no amounts received from any Guarantor shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with applied to any Excluded Swap Obligations of such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoGuarantor.

Application of Proceeds. The 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, or otherwise received after acceleration of the Loans, remedies as a secured creditor as provided in Article V hereof shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First: FIRST, to the payment of all reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to Administrative Agent including, without limitation, the costs and expenses of the Collateral Agent and their respective its agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or the Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agenttherewith, as applicable is entitled to indemnification pursuant together with interest on each such amount at the rate then in effect with respect to the provisions of any Credit Document; (b) SecondFirst Priority Notes from and after the date such amount is due until paid in full; SECOND, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of incurred by the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties Agent and their its agents and counsel under this Agreement which are then due and all costsowing, liabilities together with interest on each such amount at the rate then in effect with respect to the First Priority Notes from and advances made or incurred by after the other Secured Parties date such amount is due until paid in connection therewith; (c) Thirdfull; THIRD, without duplication of amounts applied pursuant to clauses (a) FIRST and (b) SECOND 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably rata in accordance with the respective amounts thereof then due and owing; payable thereon, to (di) Fourththe First Priority Trustee to be applied as provided in Section 6.10 of the First Priority Indenture, based on the aggregate amount of First Priority Secured Obligations due and owing to the First Priority Trustee and the First Priority Noteholders, (ii) to the First Priority Administrative Agent to be applied as provided in Section 7.08 of the First Priority Term Loan Facility, based on the aggregate amount of First Priority Secured Obligations due and owing to the First Priority Administrative Agent and the First Priority Lenders and (iii) to each Authorized Representative with respect to any Additional First Priority Secured Obligations to be applied in accordance with the First Priority Documents governing such Additional First Priority Secured Obligations, based on the aggregate amount of Additional First Priority Secured Obligations for which such Authorized Representative is acting in such capacity hereunder, in the case of each of subclauses (i) through (iii) above, until such First Priority Secured Obligations have been paid in full; and FOURTH, to the indefeasible payment in full in cashextent proceeds remain after the application pursuant to the preceding clauses FIRST, SECOND, and THIRD above, pro ratarata in accordance with the respective amounts then due and payable thereon, to (i) the Second Priority Trustee to be applied as provided in Section 6.10 of principal the Second Priority Indenture, based on the aggregate amount of Second Priority Secured Obligations due and owing to the Second Priority Trustee and the Second Priority Noteholders which are secured by the Collateral resulting in such proceeds and (ii) any party acting as agent under an agreement for the holders of any Additional Second Priority Secured Obligations, based on the aggregate amount of Second Priority Secured Obligations due and any premium thereon owing to such Additional Second Priority Secured Party which are secured by Collateral resulting in such proceeds in the case of each of subclauses (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilitiesi) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined ii) until paid in the Security Agreement) and any interest accrued thereon; and (e) Fifthfull. FIFTH, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) such Grantor or as otherwise directed by a court of competent jurisdiction may directjurisdiction. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) FIRST though FOURTH of this Section 11.02Article VIII, the Credit Parties Grantors shall remain liable, jointly and severally, liable for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The (a) Subject to the terms of the Intercreditor Agreement, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral or Mortgaged Property pursuant to the exercise by the Collateral Agent of its remedies, remedies or otherwise the proceeds received after acceleration by the Collateral Agent in respect of any Casualty Event (as defined in the Loans, Mortgages) shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) : First, to the payment of all reasonable costs and that portion of the Secured Obligations constituting fees, indemnities, expenses, taxes and other amounts (including fees, commissions charges and Taxes disbursements of such sale, collection or other realization including compensation counsel to Administrative Agent and the Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Agent) payable to the Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, its capacity as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) such; Second, to the payment of that portion of the Secured Obligations constituting fees, indemnities and all other reasonable costs and expenses of such sale, collection or other realization and amounts payable to the Secured Parties (without priority of any receiver of one over any part of the Collateral appointed pursuant other) pro rata to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; proportion to the unpaid amounts of Secured Obligations with such proceeds applied (ci) Thirdas among the Notes Secured Parties, without duplication of amounts applied pursuant to clauses (a) as set forth in the Indenture and (bii) aboveas among the Permitted Additional Secured Parties, 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 L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined set forth in the Security Agreement) applicable Permitted Additional Pari Passu Debt Documents; and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) FifthLast, the balance, if any, after all of the Secured Obligations have been paid in full, to the Person lawfully entitled thereto Issuers or as otherwise required by Law. (including b) In making the determination and allocations required by this Section 10.1, the Collateral Agent may conclusively rely upon information supplied by (i) the Trustee as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Notes Obligations and (ii) the applicable Credit Authorized Representative as to the amounts of unpaid principal and interest and other amounts outstanding with respect to such Permitted Additional Pari Passu Obligations and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information; provided that nothing in this sentence shall prevent any Pledgor from contesting any amounts claimed by any Secured Party or its successors or assigns) or as a court of competent jurisdiction may directin any information so supplied. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated All distributions made by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to this Section 10.1 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the terms Collateral Agent shall have no duty to inquire as to the application by the Trustee, or an Authorized Representative of Article XII hereof any amounts distributed to such Person. (c) If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the Secured Obligations to which it is then entitled in accordance with this Agreement, such Secured Party shall hold such payment or other recovery in trust for itself and its Affiliates as if a “Lender” party heretothe benefit of all Secured Parties hereunder for distribution in accordance with this Section 10.1.

Application of Proceeds. The Except as otherwise expressly provided herein, following the occurrence of a Trigger Event or upon the exercise of remedies by the Secured Parties after an Event of Default, the proceeds received by Collateral Agent in respect of any collection, sale of, collection from or other realization upon of all or any part of the Intercreditor Collateral pursuant to the exercise Security Documents, and any other cash at the time of such collection, sale or other realization held by the Collateral Agent of its remedies, under the Security Documents or otherwise received after acceleration of the Loansthis Section 6, shall be applied, in full or in part, together with any other sums then held applied by the Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) Firstin the following order of priority: first, to the payment of (a) all reasonable costs and expensesexpenses relating to the sale of the Intercreditor Collateral and the collection of all amounts owing hereunder, feesincluding reasonable attorneys' fees and disbursements and the just compensation of the Collateral Agent for services rendered in connection therewith or in connection with any proceeding to sell if a sale is not completed, commissions and Taxes of such sale, collection in each case whether arising hereunder or under the other Security Documents or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counselSenior Secured Debt Documents, and (b) all expensescharges, liabilities expenses and advances incurred or made or incurred by Administrative Agent or the Collateral Agent in connection therewith order to protect the Liens of the Security Documents, the Security Interests in the Intercreditor Collateral or the security afforded thereby, and (c) all amounts for liabilities incurred by the Collateral Agent which Administrative Agent are covered by the indemnity provisions of this Agreement or Collateral Agent, as applicable is entitled to indemnification pursuant the other Security Documents or other Senior Secured Debt Documents together with interest at the rate per annum equal to the provisions of any Credit Document; (b) SecondPost Default Rate; second, to the payment of to the Trustee, the Working Capital Agents and each Senior Secured Agent for all other reasonable costs fees and expenses of such sale, collection or other realization due and of any receiver of any part of the Collateral appointed pursuant to owing under the applicable Security Documents including compensation to the other Senior Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) aboveDebt Documents; third, to the indefeasible payment to the Trustee, the Working Capital Agents and each Senior Secured Debt Agent (for the benefit of itself and the lenders under its related Senior Secured Debt Documents) of accrued and unpaid interest (and commitment fees, in full in cashthe case of the Working Capital Facility) on the Bonds, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) the Working Capital Facility and any fees, premiums and scheduled periodic payments due under Obligations arising under other Senior Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably Debt pro rata in accordance with the respective amounts thereof then due and owing; (d) Fourthof unpaid interest owed to such Person to be applied by each such Person in accordance with its related Senior Secured Debt Documents pursuant to which such unpaid interest is payable; fourth, to the indefeasible payment in full in cashto the Trustee, the Working Capital Agents and each Senior Secured Debt Agent (for the benefit of itself and the lenders under its related Senior Secured Debt Documents) of principal owed to the Trustee, the Working Capital Agents and each Senior Secured Debt Agent (for the benefit of itself and the lenders under its related Senior Secured Debt Documents), respectively, hereunder or under any other Senior Secured Debt Document or Security Document, pro rata, in accordance with the respective amounts of principal amount of owed to such Person to be applied by each such Person in accordance with its related Senior Secured Debt Documents pursuant to which such principal is payable; fifth, to the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations payment to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) FifthTrustee, the balanceWorking Capital Agents and each Senior Secured Debt Agent (for the benefit of itself and the lenders under its related Senior Secured Debt Documents) of make-whole premiums, if any, and breakage costs, if any, owed to the Trustee, the Working Capital Agents and each Senior Secured Debt Agent (for the benefit of itself and the lenders under its related Senior Secured Debt Documents), respectively, hereunder or under any other Senior Secured Debt Document or Security Document, pro rata, in accordance with the respective amounts of make-whole premiums and breakage costs owed to such Person lawfully entitled thereto to be applied by each such Person in accordance with its related Senior Secured Debt Documents pursuant to which such make-whole premiums and breakage costs are payable; sixth, to the payment to the Trustee, the Working Capital Agents and each Senior Secured Debt Agent (including for the applicable Credit Party benefit of itself and the lenders under its related Senior Secured Debt Documents), of the other Secured Obligations owed to the Trustee, the Working Capital Agents and each Senior Secured Debt Agent (for the benefit of itself and the lenders under its related Senior Secured Debt Documents), respectively, hereunder or under any Senior Secured Debt Document or Security Document, pro rata in accordance with the respective outstanding unpaid fees, charges and other unpaid Secured Obligations, owed to such Person to be applied by each such Person in accordance with its related Senior Secured Debt Document pursuant to which such Secured Obligations were incurred; and finally, to the payment to the relevant Obligor, or its successors or assigns) , or as a court of competent jurisdiction may direct. In the event that , of any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretosurplus then remaining.

Application of Proceeds. The proceeds Lenders, the Administrative Agent, the Canadian Agent, the U.S. ABL Collateral Agent and the Canadian Collateral Agent agree, as among such parties, as follows: subject to the terms of any applicable intercreditor agreement, including the Base Intercreditor Agreement, after the occurrence and during the continuance of a Liquidity Event or an Event of Default, (A) all amounts collected or received by the Administrative Agent, the U.S. ABL Collateral Agent in respect of Agent, any sale of, collection from or other realization upon all Lender or any part Issuing Lender under any U.S. Security Documents on account of amounts then due and outstanding under any of the Collateral pursuant Loan Documents shall be applied as follows: first, to pay interest on and then principal of Agent Advances then outstanding, second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration extent provided in the Loan Documents) due and owing hereunder of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or the U.S. ABL Collateral Agent in connection therewith with enforcing the rights of the Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all amounts for which expenses with respect to the sale or other realization of or in respect of the Collateral granted under the U.S. Security Documents and any sums advanced to the U.S. ABL Collateral Agent to preserve its security interest in the Collateral granted under the U.S. Security Documents), third, to pay interest on and then principal of Swing Line Loans then outstanding, fourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders and each of the Issuing Lenders in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents, fifth, to pay interest on and then principal of U.S. Facility Revolving Credit Loans then outstanding and any Reimbursement Obligations in respect of Letters of Credit issued by a U.S. Facility Issuing Lender then outstanding xxxxx to cash collateralize any U.S. Facility L/C Obligations in respect of Letters of Credit issued by a U.S. Facility Issuing Lender on terms reasonably satisfactory to the Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Secondapplicable, on a pro rata basis, sixth, to the payment pay interest on and then principal of all other reasonable costs Canadian Facility Revolving Credit Loans then outstanding and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Reimbursement Obligations (other than principal, reimbursement obligations in respect of Letters of Credit issued by a Canadian Facility Issuing Lender then outstanding and to cash collateralize any outstanding Bankers’ Acceptance, BA Equivalent Loans or L/C Liabilities and obligations Obligations in respect of Letters of Credit issued by a Canadian Facility Issuing Lender on terms reasonably satisfactory to Cash Collateralize L/C Liabilities) and any feesthe Canadian Agent, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured as applicable, on a pro rata basis, seventh, to pay all Obligations (as such term is defined in the Security Guarantee and Collateral Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured all Obligations (as such term is defined in the Security Canadian Guarantee and Collateral Agreement) not referenced in clauses first through sixth above pro rata to the Secured Parties (as such term is defined in the Guarantee and Collateral Agreement) and any interest accrued thereon; the Secured Parties (as such term is defined in the Canadian Guarantee and Collateral Agreement) entitled thereto and (e) Fifth, eighth, to pay the balancesurplus, if any, to the Person whomever may be lawfully entitled thereto to receive such surplus. To the extent that any amounts available for distribution pursuant to clause sixth above are attributable to the issued but undrawn amount of outstanding Letters of Credit or to outstanding Bankers’ Acceptances or BA Equivalent Loans which are then not yet required to be reimbursed hereunder, such amounts shall be held by the U.S. ABL Collateral Agent in a cash collateral account and applied (including x) first, to reimburse the applicable U.S. Facility Issuing Lender from time to time for any drawings under such Letters of Credit Party or its successors to reimburse any applicable Canadian Revolving Lender upon the maturity of such Bankers’ Acceptances or assignsBA Equivalent Loans and (y) or as a court then, following the expiration of competent jurisdiction may directall Letters of Credit and maturity of all Bankers’ Acceptances, to all other obligations of the types described in such clause sixth. In To the event that extent any such proceeds amounts available for distribution pursuant to clause sixth are insufficient to pay all obligations described therein in full full, such moneys shall be allocated pro rata among the items described in clauses Revolving Lenders and Issuing Lenders based on their respective Commitment Percentages and (aB) through (c) of this Section 11.02all amounts collected or received by the Canadian Agent, the Credit Parties shall remain liableCanadian Collateral Agent, jointly any Issuing Lender or any Canadian Facility Lender under any Canadian Security Document on account of amounts then due and severally, for outstanding under any deficiency. Notwithstanding of the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts Loan Documents shall be excluded from applied as follows: first, to pay interest on and then principal of Agent Advances to any Canadian Borrower then outstanding, second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from extent provided in the applicable Cash Management Bank or Swap Provider, as Loan Documents) due and owing hereunder of the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Canadian Agent and the Canadian Collateral Agent in connection with enforcing the rights of the Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses with respect to the sale or other realization of or in respect of the Collateral granted under the Canadian Security Documents and any sums advanced to the Canadian Collateral Agent to preserve its security interest in the Collateral granted under the Canadian Security Documents), third, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Canadian Facility Lenders and each of the Canadian Facility Issuing Lenders in connection with enforcing such Canadian Facility Lender’s or such Canadian Facility Issuing Lender’s rights under the Loan Documents, fourth, to pay interest on and then principal of Canadian Facility Revolving Credit Loans then outstanding and any Reimbursement Obligations in respect of Letters of Credit issued by a Canadian Facility Issuing Lender then outstanding and to cash collateralize any outstanding Bankers’ Acceptance, BA Equivalent Loans or L/C Obligations in respect of Letters of Credit issued by a Canadian Facility Issuing Lender on terms reasonably satisfactory to the Canadian Agent, as applicable, on a pro rata basis, fifth to pay any Obligations (as such term is defined in the Canadian Guarantee and Collateral Agreement) owing to Canadian Secured Parties not referenced in clauses first through fourth above and sixth 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 fourth above are attributable to the terms issued but undrawn amount of Article XII hereof outstanding Letters of Credit issued by a Canadian Facility Issuing Lender or to outstanding Bankers’ Acceptances or BA Equivalent Loans which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Canadian Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable Canadian Facility Issuing Lender from time to time for itself any drawings under such Letters of Credit or to reimburse any applicable Canadian Revolving Lender upon the maturity of such Bankers’ Acceptances or BA Equivalent Loans and its Affiliates as if (y) then, following the expiration of all Letters of Credit issued by a “Lender” party heretoCanadian Facility Issuing Lender and maturity of all Bankers’ Acceptances, to all other obligations of the types described in such clause fourth. To the extent any amounts available for distribution pursuant to clause fourth are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Canadian Facility Lenders and Canadian Facility Issuing Lenders based on their respective Canadian Facility Commitment Percentages.