Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicable.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject Subject to the terms of Intercreditor Agreements and the Security Agreement, any Junior Lien Intercreditor Agreementafter the exercise of remedies provided for in Section 11.2 (or after the Loans have automatically become immediately due and payable as set forth in the proviso to Section 11.2(b)), any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any the Obligations shall be applied by the Agent in the following order (to the fullest extent permitted by mandatory provisions of applicable Law): First, to payment of that portion of the Loan Documents shallObligations (excluding the Other Liabilities) constituting fees, except as otherwise expressly provided hereinindemnities, be applied as follows: firstexpenses and other amounts (other than principal and interest, to pay all reasonable out-of-pocket but including costs and expenses payable under Section 12.6 and amounts payable under Section 3.3 and Section 6) payable to the Agent in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Secured Parties (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 and the 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), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due payable under Section 12.6 and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights amounts payable under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding Section 3.3 and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsSection 6), ratably among them in proportion to the applicable 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 Obligations ratably among the Secured Parties in proportion to the respective amounts described in this clause “fourth” Third payable to them, and fifth; Fourth, to pay payment of that portion of the surplusObligations constituting unpaid principal of the Obligations (and termination payments and other amounts under secured Swap Contracts and ordinary course settlement payments under secured Swap Contracts), if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the applicable clause at such time. This Section 10.12 may be amended (payment of all other Obligations of the Loan Parties that are due and payable to the Agent and the Lenders hereby irrevocably authorize other Secured Parties on such date, ratably based upon the Administrative Agent to enter into any respective aggregate amounts of all such amendment) Obligations owing to the extent necessary to reflect differing amounts payableAgent and the other Secured Parties on such date; and Last, and priorities the balance, if any, after all of paymentsthe Obligations have been paid in full, to Lenders participating in any new classes the Parent Borrower or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableotherwise required by Law.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall apply all amounts collected or received by the Administrative Agent or any Lender on account part of amounts then due Proceeds constituting Collateral, and outstanding under any proceeds of the Loan Documents shallguarantee set forth in Section 2, except as otherwise expressly provided herein, be applied as followsin payment of the Secured Obligations in the following order: first, to pay all reasonable out-of-pocket costs unpaid and unreimbursed costs, expenses (including reasonable attorneys’ and fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights (including to reimburse ratably any other Secured Parties which have advanced any of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced same to the Collateral Agent or to preserve its security interest in the CollateralAgent), second, to pay the Administrative Agent, for application by it toward payment of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) amounts then due and owing hereunder of each and remaining unpaid in respect of the Lenders in connection with enforcing such Lender’s rights under Secured Obligations, pro rata among the Loan DocumentsSecured Parties according to the amount of the Secured Obligations then due and owing and remaining unpaid to the Secured Parties, and third, to pay interest on Loans 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 outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured held by the Security Agreement as Term Loan Facility Secured Parties. Any balance of such Proceeds remaining after the Secured Obligations (other than Unasserted Contingent Obligations) have been paid in full, ratably among the applicable Secured Parties in proportion shall be paid over to the respective amounts described in this clause “fourth” payable Borrower or to them, and fifth, to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same. To For purposes of this Section, to the extent that any amounts available for Obligation is unmatured or unliquidated (other than Unasserted Contingent Obligations) at the time any distribution is to be made pursuant to the second clause “third” above, the Collateral Agent shall allocate a portion of the amount to be distributed pursuant to such clause for the benefit of the Secured Parties holding such Secured Obligations and shall hold such amounts for the benefit of such Secured Parties until such time as such Secured Obligations become matured or “fourth” above are insufficient to pay all obligations described therein in full, liquidated at which time such moneys amounts shall be allocated pro rata among the applicable Secured Parties in proportion distributed to the respective amounts described in the applicable clause at holders of such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) Secured Obligations to the extent necessary to reflect differing amounts payablepay 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 reasonable estimate of the amount of the Secured Obligations) and priorities shall not be required to, or be responsible for, ascertaining the existence of payments, to Lenders participating in or amount of any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableSecured Obligations.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 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 and the 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), second, 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 in connection with enforcing such LenderXxxxxx’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicable.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Lenders New First Lien Collateral Agent, for and on behalf of itself and the Administrative New First Lien Secured Parties, expressly acknowledges and agrees that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Collateral Agent agreeand the ABL Secured Parties will apply payments and make advances thereunder, as among such parties, as follows: and that no application of any Receivables Collateral or the release of any Lien by the ABL Collateral Agent upon any portion of the Receivables Collateral in connection with a permitted disposition by the Grantors under the ABL Credit Agreement shall constitute an Exercise of Secured Creditor Remedies under this Agreement; (ii) subject to the limitations set forth in Section 4.10(b)(1) of the New First Lien Agreement (as in effect on the date hereof) or such additional amounts as consented to by the holders of New First Lien Obligations (in accordance with the provisions of the New First Lien Agreement), the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Security AgreementABL Obligations may be modified, any Junior extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or Refinanced, in each event, without notice to or consent by the New First Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after Secured Parties and without affecting the occurrence provisions hereof; and during the continuance of an Event of Default, (iii) all amounts collected or Receivables Collateral received by the Administrative ABL Collateral Agent may be applied, reversed, reapplied, credited, or any Lender on account of amounts then due and outstanding under any of the Loan Documents shallreborrowed, except as otherwise expressly provided herein, be applied as follows: firstin whole or in part, 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and ABL Obligations at any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may The Lien Priority shall not be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into altered or otherwise affected by any such amendment) to , modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or Refinancing of either the extent necessary to reflect differing amounts payableABL Obligations or any New First Lien Obligations, and priorities of payments, to Lenders participating in or any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableportion thereof.

Application of Proceeds. The Lenders (a) If any Collateral is sold or otherwise realized upon by the Collateral Trustee in connection with any foreclosure, collection or other enforcement of Parity Liens or Junior Liens granted to the Collateral Trustee in the Security Documents, the proceeds received by the Collateral Trustee from such foreclosure, collection or other enforcement will be distributed by the Collateral Trustee in the 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 legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent agreeCollateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security Document; SECOND, ratably to the respective Parity Lien Representatives for application, after payment of any fees and expenses (including but not limited to, attorney’s fees and expenses) of such Parity Lien Representative, to the payment of all outstanding Notes and other Parity Lien Debt and any other Parity Lien Obligations that are then due and payable in such order as among may be provided in the relevant Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Notes and other Parity Lien Debt and all other Parity Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the relevant Parity Lien Documents, even if such partiesinterest is not enforceable, allowable or allowed as follows: subject 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 Document) of all outstanding letters of credit constituting Parity Lien Debt); THIRD, to the respective Junior Lien Representatives for application to the payment of all outstanding Junior Lien Debt and any other Junior Lien Obligations that are due and payable in such order as may be provided in the Junior Lien Documents in an amount sufficient to pay in full in cash all outstanding Junior Lien Debt and all other Junior Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Junior Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Junior Lien Document) of all outstanding letters of credit, if any, constituting Junior Lien Debt); and FOURTH, any surplus remaining after the payment in full in cash of the amounts described in the preceding clauses will be paid to EFIH, or its successors or assigns, or as a court of competent jurisdiction may direct. If any Junior Lien Representative or any holder of a Junior Lien Obligation collects or receives any proceeds in respect of any foreclosure, collection or other enforcement to which it was not entitled pursuant to the terms of the Security Agreementimmediately preceding paragraphs, whether after the commencement of any Insolvency or Liquidation Proceeding or otherwise, such Junior Lien Intercreditor AgreementRepresentative or such holder of a Junior Lien Obligation, any Other Intercreditor Agreement as the case may be, will forthwith deliver the same to the Collateral Trustee to be applied in accordance with the provisions set forth in the immediately preceding paragraphs. Until so delivered, such proceeds will be held by that Junior Lien Representative or any Intercreditor Agreement Supplementthat holder of a Junior Lien Obligation, after as the occurrence and during case may be, in trust for the continuance benefit of an Event the holders of Default, all amounts collected or the Parity Lien Obligations. These provisions will not apply to payments received by any holder of Junior Lien Obligations if such payments are not proceeds of, or the Administrative Agent or any Lender on account result of amounts then due a realization upon, Collateral. This Section 3.4(a) is intended for the benefit of, and outstanding under any will be enforceable as a third party beneficiary by, each present and future holder of Secured Debt Obligations, each present and future Secured Debt Representative and the Loan Documents shallCollateral Trustee as holder of Parity Liens and Junior Liens. The Secured Debt Representative of each future Series of Secured Lien Debt will be required to deliver a Collateral Trust Joinder, including a Lien Sharing and Priority Confirmation, to the Collateral Trustee and each other Secured Debt Representative as provided in Section 3.8 at the time of incurrence of such Series of Secured Lien Debt. In connection with the application of proceeds pursuant to Section 3.4(a), except as otherwise expressly provided hereindirected by an Act of Required Debtholders, be applied as follows: first, to pay all reasonable outthe Collateral Trustee may sell any non-of-pocket costs and expenses (including reasonable attorneys’ fees cash proceeds for cash prior to the extent provided herein) due and owing hereunder application of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicableproceeds thereof.

Application of Proceeds. (a) Revolving Nature of ABL Obligations. The Lenders New First Lien Collateral Agent, for and on behalf of itself and the Administrative New First Lien Secured Parties, expressly acknowledges and agrees that (i) the ABL Credit Agreement includes a revolving commitment, that in the ordinary course of business the ABL Collateral Agent agreeand the ABL Secured Parties will apply payments and make advances thereunder, as among such parties, as follows: and that no application of any Receivables Collateral or the release of any Lien by the ABL Collateral Agent upon any portion of the Receivables Collateral in connection with a permitted disposition by the Grantors under the ABL Credit Agreement shall constitute an Exercise of Secured Creditor Remedies under this Agreement; (ii) subject to the limitations set forth in Section 4.10(b)(1) of the New First Lien Agreements (as in effect on the date hereof) or such additional amounts as consented to by the holders of New First Lien Obligations (in accordance with the provisions of the New First Lien Agreements), the amount of the ABL Obligations that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the Security AgreementABL Obligations may be modified, any Junior extended or amended from time to time, and that the aggregate amount of the ABL Obligations may be increased, replaced or Refinanced, in each event, without notice to or consent by the New First Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after Secured Parties and without affecting the occurrence provisions hereof; and during the continuance of an Event of Default, (iii) all amounts collected or Receivables Collateral received by the Administrative ABL Collateral Agent may be applied, reversed, reapplied, credited, or any Lender on account of amounts then due and outstanding under any of the Loan Documents shallreborrowed, except as otherwise expressly provided herein, be applied as follows: firstin whole or in part, 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and ABL Obligations at any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may The Lien Priority shall not be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into altered or otherwise affected by any such amendment) to , modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or Refinancing of either the extent necessary to reflect differing amounts payableABL Obligations or any New First Lien Obligations, and priorities of payments, to Lenders participating in or any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableportion thereof.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL Intercreditor Agreement, any Junior Lien the Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay the Dollar Equivalent of principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements and Cash Management Obligations Bank Products Agreements permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the Dollar Equivalent of all other Term Loan Facility Obligations then owing to the Secured Parties, sixth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third, “fourth” or “fourthfifth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 Sections 2.6 Subsections 2.8, 2.10 and 2.82.11, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts from such Guarantor pursuant to the preceding paragraph.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject Subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during exercise of remedies provided for in Section 7.01, any amounts received on account of the continuance of an Event of Default, all amounts collected or received Secured Obligations shall be applied by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of Agents in the Loan Documents shall, except as otherwise expressly provided herein, be applied as followsfollowing order: first, to pay all reasonable out-of-pocket costs payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and expenses other amounts (including reasonable attorneys’ fees fees, charges and disbursements of counsel to the extent provided hereinrespective Administrative Agent, the Collateral Agent and amounts payable under Section 2.17) due and owing hereunder of payable to the respective Administrative Agent and the Collateral Agent in connection with enforcing the rights their capacities as such; second, to payment of that portion of the Agents Secured Obligations constituting fees, indemnities and other amounts payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders arising under the Loan Documents (including all expenses of sale or and amounts payable under Section 2.17 and not specifically referred to in clauses third and fourth below, 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under than Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Secured Swap Obligations), ratably among the applicable Secured Parties them in proportion to the respective amounts described in this clause “fourth” Second payable to them, and fifth; third, to pay payment of that portion of the surplusSecured Obligations constituting accrued and unpaid interest on the Loans, if anyL/C Borrowings and other Secured Obligations arising under the Loan Documents, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata ratably among the applicable Secured Parties Lenders in proportion to the respective amounts described in this clause Third payable to them; fourth, to payment of that portion of the applicable Secured Obligations constituting unpaid principal of the Loans and L/C Borrowings, and Secured Swap Obligations and Secured Cash Management Obligations, ratably among the Lenders and counterparties referred to in the definitions of “Secured Swap Obligations” and “Secured Cash Management Obligations” that are parties thereto in proportion to the respective amounts described in this clause at such time. This Section 10.12 may be amended (Fourth payable to them; fifth, to the payment of all other Secured Obligations of the Loan Parties that are due and payable to the Administrative Agents and the Lenders hereby irrevocably authorize other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the respective Administrative Agent to enter into and the other Secured Parties on such date; and last, the balance, if any, after the Secured Obligations have been paid in full, as may otherwise be required by any such amendment) Intercreditor Agreement and, thereafter, to the extent necessary Borrower or as otherwise required by Requirements of Law. Notwithstanding the foregoing, Excluded Swap Obligations with respect to reflect differing any Guarantor shall not be paid with amounts payablereceived from such Guarantor or its assets, and priorities of payments, but appropriate adjustments shall be made with respect to Lenders participating payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablethe Loan Documents.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts Any moneys collected or received by the Administrative Agent or any 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, Trustee pursuant 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization of or this Article in respect of the Collateral Securities of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of Principal or interest, upon presentation of the several Securities and any sums advanced coupons appertaining to such Securities in respect of which moneys have been collected and noting thereon the payment, or issuing Securities of such series and tenor in reduced principal amounts in exchange for the presented Securities of such series and tenor if only partially paid, or upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee under Section 7.07 applicable to the Collateral Agent or Securities of such series in respect of which moneys have been collected; SECOND: In case the principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to preserve its security the payment of interest on the Securities of such series in default in the Collateral)order of the maturity of the installments of such interest, second, to pay all reasonable out-of-pocket costs and expenses with interest (including reasonable attorneys’ fees to the extent provided hereinthat such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference; THIRD: In case the principal of the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and owing hereunder of each payable, to the payment of the Lenders whole amount then owing and unpaid upon all the Securities of such series for Principal and interest, with interest upon the overdue Principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in connection with enforcing the case of Original Issue Discount Securities) specified in the Securities of such Lender’s rights under the Loan Documents, third, series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such Principal and interest on Loans then outstanding; fourthor Yield to Maturity, without preference or priority of Principal over interest or Yield to pay principal Maturity, or of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the interest or Yield to Maturity over Principal, or of any installment of interest over any other installment of interest, or of any Security Agreement as Term Loan Facility Obligationsof such series over any other Security of such series, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable aggregate of such Principal and accrued and unpaid interest or Yield to them, Maturity; and fifth, to pay FOURTH: To the surpluspayment of the remainder, if any, to whomever may be the Company or any other person lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicablethereto.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject (a) (I) Subject to the terms other provisions of this Section 3.4, all proceeds of any collection, sale (including any sale or other disposition under section 363 of the Security AgreementBankruptcy Code), foreclosure or other realization upon, or any other Enforcement Action with respect to, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement Collateral and all assets or 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 or any Lender on account of amounts then due the Collateral or the secured claims of the Priority Lien Secured Parties under the Priority Lien Documents in any Insolvency or Liquidation Proceeding or otherwise in connection with the enforcement of remedies and outstanding the proceeds of the foregoing (whether through an Enforcement Action or during an Insolvency or Liquidation Proceeding or otherwise in connection with the enforcement of remedies), the proceeds of any insurance policy required under any Priority Lien Document or otherwise covering the Collateral, any condemnation proceeds with respect to the Collateral, and any other amounts required to be delivered to the Collateral Trustee by any Priority Lien Secured Party or Priority Lien Representative pursuant to any other provision of this Agreement and for application in accordance with this Section 3.4(a) (collectively, “Proceeds”), shall be delivered by the parties hereto to the Collateral Trustee who will apply such Proceeds in the following order of application (and each Priority Lien Representative shall provide a notice to the Collateral Trustee identifying the amounts which are payable to the applicable Series of Priority Lien Debt for which it acts as Priority Lien Representative pursuant to this Section 3.4(a) and the Collateral Trustee shall be entitled to rely exclusively on such notice without independent inquiry): FIRST, to the payment of all amounts payable under this Agreement on account of the Loan Documents shallCollateral Trustee’s fees and expenses and any reasonable legal fees and expenses, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket fees, costs and expenses (including reasonable attorneys’ fees to or other liabilities of any kind incurred by the extent provided herein) due and owing hereunder Collateral Trustee or any co-trustee or agent of the Administrative Agent and the Collateral Agent Trustee in connection with enforcing any Security Document, including but not limited to amounts necessary to provide for the rights of the Agents fees and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral Trustee in maintaining and any sums advanced disposing of the Collateral, including, but not limited to, indemnification payments and reimbursements (collectively, the “Collateral Trustee’s Fees and Expenses”); SECOND, prior to the Collateral Agent or Discharge of First-Out Obligations (other than with respect to preserve its security interest in the CollateralExcess First-Out Obligations), secondto the First-Out Representative for application to the First-Out Representative Fees and Expenses, to pay all including any reasonable legal fees and expenses, out-of-pocket fees, costs and expenses or other liabilities of any kind incurred by the First-Out Representative (including reasonable attorneys’ fees to the extent provided hereinother than Reclamation Obligations) due and owing hereunder of each of the Lenders in connection with enforcing any First-Out Document, including, but not limited to, indemnification payments and reimbursements; THIRD, prior to the Discharge of First-Out Obligations, to the First-Out Representative such Lender’s rights an amount sufficient to pay or satisfy in full in cash all outstanding First-Out Obligations and otherwise provide for the Discharge of First-Out Obligations (other than any Excess First-Out Obligations; FOURTH, after the Discharge of First-Out Obligations (other than any than Excess First-Out Obligations), equally and ratably to the First Lien Representatives for application to the payment of all outstanding First Lien Debt and any other First Lien Obligations (which will include the Senior Credit Agreement) that are then due and payable in such order as may be provided in the applicable First Lien Documents in an amount sufficient to pay in full in cash all such outstanding First Lien Debt and all other First Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the applicable First Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the First Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (in an amount equal to at least the percentage of the aggregate undrawn amount required for release of Liens under the Loan terms of the First Lien Documents) of all outstanding letters of credit and bankers’ acceptances or the backstop thereof pursuant to arrangements reasonably satisfactory to the relevant issuing bank, thirdif any, to pay interest on Loans then outstanding; fourthconstituting First Lien Obligations and the termination, to pay principal expiration or other collateral arrangements in respect of Loans then outstanding and obligations under Secured Hedge Agreements Hedging Obligations and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among that are reasonably satisfactory to the applicable Secured Parties in proportion Hedge Bank and the applicable Cash Management Bank); FIFTH, to the respective First-Out Representative for application to the payment of any Excess First-Out Obligations until the Discharge of First-Out Obligations in respect of such Excess First-Out Obligations; and SIXTH, subject to any applicable Intercreditor Agreement, any surplus remaining after the Discharge of Priority Lien Obligations will be paid to the Company or the applicable Grantor, as the case may be, its successors or assigns, or to such other Persons as may be entitled to such amounts described in this clause “fourth” payable to them, and fifth, to pay under applicable law or as a court of competent jurisdiction may direct. Notwithstanding the surplusforegoing, if anyany Series of Priority Lien Debt has released its Lien on any Collateral as described below in Section 4.4, to whomever may then such Series of Priority Lien Debt and any related Priority Lien Obligations of that Series of Priority Lien Debt thereafter shall not be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described share in the applicable clause at such timeproceeds of any Collateral so released by that Series of Priority Lien Debt. This For the avoidance of doubt, the Collateral Trustee shall only apply Proceeds in accordance with this Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) 3.4 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 2.6 and 2.8, as applicablethat such Proceeds are actually so received by the Collateral Trustee.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any a Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements, Bank Products Agreements and Cash Management Obligations Guarantees permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 Sections 2.6 Subsections 2.8, 2.10 and 2.82.11, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans and L/C Obligations then outstanding; fourth, to pay principal of Loans then outstanding, Reimbursement Obligations then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements and Cash Management Obligations Bank Products Agreements permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 subsection 9.14 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 Sections 2.6 subsections 2.5, 2.9 and 2.82.11, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Subsidiary Guarantor shall not be paid with amounts received from such Subsidiary Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. (a) The Lenders and the Administrative Agent agreeshall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as among such partiesfollows FIRST, as follows: subject to the terms payment of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of incurred by the Administrative Agent and the Collateral Agent in connection with enforcing the rights such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Agents and the Lenders under the Loan Documents (Secured Obligations, 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), second, to pay all reasonable documented out-of-pocket court costs and the reasonable fees and expenses of its 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 Grantor and any other costs or expenses, indemnities and other amounts incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; SECOND, to payment of that portion of the Secured Obligations constituting indemnities and other amounts (including reasonable attorneys’ fees to the extent provided hereinother than principal, interest and fees) due and owing hereunder payable to the Secured Parties (including fees, charges and disbursements of each of counsel to the Lenders in connection with enforcing such Lender’s rights respective Secured Parties) arising under the Loan Documents, thirdratably among them in proportion to the respective amounts described in this clause SECOND payable to them; THIRD, to pay payment of that portion of the Secured Obligations constituting accrued and unpaid fees and interest on Loans then outstanding; fourththe Revolving Loans, to pay principal of Loans then outstanding Swingline Loans, Term Loans, LC Disbursements and obligations other Secured Obligations arising under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsDocuments, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” 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 fifthother 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 pay cash collateralize that portion of the surplusaggregate LC Exposure comprised of the aggregate undrawn amount of Letters of Credit, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties each case in proportion to the respective amounts described in this clause FOURTH held by them; FIFTH, ratably to payment of all other Secured Obligations until the applicable clause at Discharge of Secured Obligations has occurred; and SIXTH, any surplus remaining after such time. This Section 10.12 application to the Grantors or to whomever 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 2.6 and 2.8, as applicablelegally entitled thereto.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms (a) If at any time any portion of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts monies collected or received by the Administrative Agent or any Lender on account would, but for the provisions of amounts then due and outstanding under any this Section 15(a), be payable pursuant to Section 12.03 of the Loan Documents shallCredit Agreement in respect of a Contingent Secured Obligation, except as otherwise expressly provided herein, be applied as follows: first, 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 shall not apply any monies to pay such Contingent Secured Obligation but instead shall request the holder thereof, at least 10 days before each proposed distribution hereunder, to notify the Administrative Agent as to the maximum amount of such Contingent Secured Obligation if then ascertainable (e.g., in the case of a letter of credit, the maximum amount available for subsequent drawings thereunder). If the holder of such Contingent Secured Obligation does not notify the Administrative Agent of the maximum ascertainable amount thereof at least two Business Days before such distribution, such holder will not be entitled to share in such distribution. If such holder does so notify the Administrative Agent as to the maximum ascertainable amount thereof, the Administrative Agent will allocate to such holder a portion of the monies to be distributed in such distribution, calculated as if such Contingent Secured Obligation were outstanding in such maximum ascertainable amount. However, the Administrative Agent will not apply such portion of such monies to pay such Contingent Secured Obligation, but instead will hold such monies or invest such monies in Permitted Investments. All such monies and Permitted Investments and all proceeds thereof will constitute Collateral hereunder, but will be subject to distribution in accordance with this Section 15(a) rather than Section 12.03 of the Credit Agreement. The Administrative Agent will hold all such monies and Permitted Investments and the Collateral net proceeds thereof in trust until all or part of such Contingent Secured Obligation becomes a Non-Contingent Secured Obligation, whereupon the Administrative Agent in connection with enforcing at the rights request of the Agents relevant Secured Party will apply the amount so held in trust to pay such Non-Contingent Secured Obligation; provided that, if the other Secured Obligations theretofore paid pursuant to the same clause of Section 12.03 of the Credit Agreement were not paid in full, the Administrative Agent will apply the amount so held in trust to pay the same percentage of such Non-Contingent Secured Obligation as the percentage of such other Secured Obligations theretofore paid pursuant to the same clause of Section 12.03 of the Credit Agreement. If (i) the holder of such Contingent Secured Obligation shall advise the Administrative Agent that no portion thereof remains in the category of a Contingent Secured Obligation and (ii) the Lenders under the Loan Documents (including all expenses of sale or other realization of or Administrative Agent still holds any amount held in trust pursuant to this Section 15(a) in respect of the Collateral and any sums advanced such Contingent Secured Obligation (after paying all amounts payable pursuant to the Collateral Agent or preceding sentence with respect to preserve its security interest in the Collateralany portions thereof that became Non-Contingent Secured Obligations), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured remaining amount will be applied by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to in the extent necessary to reflect differing amounts payable, and order of priorities set forth in Section 12.03 of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablethe Credit Agreement.

Application of Proceeds. The Lenders and So long as the Administrative Agent agreeDischarge of First Lien Obligations has not occurred, as among such parties, as follows: subject to whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the terms of the Security AgreementCompany or any other Grantor, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement Collateral or any Intercreditor Agreement Supplementproceeds thereof, after the occurrence and during the continuance Restricted Assets or any proceeds thereof, or Sale Proceeds received in connection with any Enforcement Action or other exercise of an Event of Default, all amounts collected or received remedies by the Administrative First Lien Collateral Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shallFirst Lien Claimholders, except as otherwise expressly provided herein, shall be applied as followsapplied: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees by the First Lien Collateral Agent to the extent provided herein) due and owing hereunder of the Administrative Agent and the Collateral Agent First Lien Obligations that are not Excess First Lien Obligations in connection with enforcing the rights of the Agents and the 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 such order as specified in the Collateral), relevant First Lien Loan Documents; second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees the payment by the Second Lien Collateral Agent to the extent provided herein) due and owing hereunder Second Lien Obligations that are not Excess Second Lien Obligations in such order as specified in the relevant Second Lien Documents; third, by the First Lien Collateral Agent to the payment of each of any Excess First Lien Obligations in such order as specified in the Lenders in connection with enforcing such Lender’s rights under the relevant First Lien Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion Second Lien Collateral Agent to the respective amounts described payment of any Excess Second Lien Obligations in this clause “fourth” payable to them, such order as specified in the relevant Second Lien Documents; and fifth, to pay the surplusapplicable Grantor or as otherwise required by applicable law; provided that any non-cash Collateral or non-cash proceeds will be held by the First Lien Collateral Agent as Collateral unless the failure to apply such amounts would be commercially unreasonable. Upon the Discharge of First Lien Obligations, if anythe First Lien Collateral Agent shall deliver to the Second Lien Collateral Agent any Collateral and proceeds thereof, Restricted Assets and proceeds thereof and all Sale Proceeds held by it in the same form as received, with any necessary endorsements to the Second Lien Collateral Agent, or as a court of competent jurisdiction may otherwise direct, to whomever may be lawfully entitled applied by the Second Lien Collateral Agent to receive the Second Lien Obligations in such surplusorder as specified in the Second Lien Security Documents. To Without limiting the extent generality of the foregoing, it is the intention of the parties hereto that no amount of any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein Sale Proceeds will in full, such moneys shall any event be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 payableRestricted Assets, and priorities none of paymentsthe Second Lien Collateral Agent or Second Lien Claimholders will, to Lenders participating in any new classes forum (including in any Insolvency or tranches Liquidation Proceeding) assert that any amount of loans added pursuant any Sale Proceeds should be allocated to Sections 2.6 and 2.8, as applicableany Restricted Assets.

Application of Proceeds. The Lenders and Subject to the Administrative terms of any applicable Intercreditor Agreement, the First Lien Collateral Agent agreeshall apply the proceeds of any collection or sale of Collateral, as among such partiesincluding any Collateral consisting of cash, as follows: subject FIRST, to the terms payment of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to incurred by the extent provided herein) due and owing hereunder of the Administrative Agent and the First Lien Collateral Agent in connection with enforcing the rights such collection or sale or otherwise in connection with this Agreement, any other First Lien Loan Document or any of the Agents Secured Obligations, including all court costs and the Lenders fees and expenses of its agents and legal counsel, the repayment of all advances made by the First Lien Collateral Agent hereunder or under any other First Lien 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 First Lien Loan Document; SECOND, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution); THIRD, to any agent of any other junior secured debt, in accordance with any applicable intercreditor agreement; and FOURTH, to the Loan Documents Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The First Lien Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the First Lien Collateral Agent (including all expenses pursuant to a power of sale granted by statute or other realization under a judicial proceeding), the receipt of the First Lien Collateral Agent or in respect of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and any sums advanced such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the First Lien Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The First Lien Collateral 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 Obligations. Notwithstanding the foregoing, Excluded Swap Obligations with respect to any Subsidiary Loan Party shall not be paid with amounts received from such Subsidiary Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve its security interest in the Collateral), second, allocation 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicableotherwise set forth above.

Application of Proceeds. The Lenders and So long as the Administrative Agent agreeDischarge of First Lien Obligations has not occurred, as among such parties, as follows: subject to whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the terms of the Security AgreementCompany or any other Grantor, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement Collateral or any Intercreditor Agreement Supplement, after the occurrence and during the continuance proceeds thereof received in connection with any Enforcement Action or other exercise of an Event of Default, all amounts collected or received remedies by the Administrative First Lien Collateral Agent or any Lender on account First Lien Claimholder shall be applied by the First Lien Collateral Agent to the First Lien Obligations in such order as specified in the relevant First Lien Loan Documents; provided, that any non-cash Collateral or non-cash proceeds may be held by the First Lien Collateral Agent as Collateral unless the failure to apply such amounts would be commercially unreasonable. Upon the Discharge of First Lien Obligations, the First Lien Collateral Agent shall, in the following order, (x) unless a Discharge of Second Lien Obligations has already occurred, deliver any remaining proceeds of Collateral held by it to the Initial Second Lien Collateral Agent to be applied by the Second Lien Collateral Agents to the Second Lien Obligations in such order as specified in the Second Lien Documents until a Discharge of Second Lien Obligations; provided that such proceeds up to $77,320,000 (less any amounts then due applied to repurchase Initial Second Lien Obligations upon the event of an asset sale) in the aggregate shall be first applied to the Initial Second Lien Obligations and outstanding under any proceeds thereafter shall be applied 60% to the Royalty Obligations and 40% to the Initial Second Lien Obligations until the Discharge of Second Lien Obligations shall have occurred, and (y) if a Discharge of Second Lien Obligations has already occurred, apply such proceeds of Collateral to the Excess First Lien Obligations in such order as specified in the First Lien Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay until payment in full in cash of all reasonable out-of-pocket costs such Excess First Lien Obligations and expenses (including reasonable attorneys’ fees thereafter deliver such proceeds of Collateral 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 and the Lenders under the Loan Documents (including all expenses of sale Grantors, their successors or other realization of assigns from time to time, or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplusthe same. To Without limiting the extent obligations of the Second Lien Claimholders under Section 4.2, after the Discharge of First Lien Obligations has occurred, (i) any amounts available for distribution pursuant to clause “third” Collateral or “fourth” above are insufficient to pay all obligations described therein any proceeds thereof received in full, such moneys connection with any Enforcement Action or other exercise of remedies by any Second Lien Claimholder shall be allocated pro rata among distributed in accordance with the applicable Secured Parties terms of this Section 4.1 and (ii) upon the Discharge of Second Lien Obligations, the Second Lien Collateral Agent shall, in proportion the following order, (x) if there are any Excess First Lien Obligations, deliver any remaining proceeds of Collateral held by it to the respective amounts described First Lien Collateral Agent, for application by the First Lien Collateral Agent to the Excess First Lien Obligations in such order as specified in the applicable clause First Lien Loan Documents until payment in full in cash of all Excess First Lien Obligations, and (y) if at such time there are no Excess First Lien Obligations, deliver any remaining proceeds of Collateral to the Grantors, their successors or assigns from time to time. This Section 10.12 , or to whomever may be amended (and lawfully entitled to receive 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 2.6 and 2.8, as applicablesame.

Application of Proceeds. The Lenders and Subject to the Intercreditor Agreements, after the exercise of remedies provided for in Section 7.01, the Administrative Agent agreeshall apply the proceeds of any collection or sale of Collateral, as among such partiesincluding any Collateral consisting of cash, as follows: subject FIRST, to the terms payment in full of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 all reasonable and documented or invoiced out-of-pocket costs and expenses (including reasonable attorneys’ fees to incurred by the extent provided herein) due and owing hereunder of the Administrative Collateral Agent and the Collateral Administrative Agent in connection with enforcing the rights such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Agents 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 Lenders Secured Obligations, as the case may be, the repayment of all advances made by the Collateral Agent 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 extent reimbursable in accordance with this Agreement or the other Loan Documents, as applicable; SECOND, to the payment in full of that portion of the Secured Obligations (other than Secured Swap Obligations, Secured Cash Management Obligations and Other Secured Obligations) constituting fees, indemnities and other amounts (other than principal and interest) payable to the Secured Parties under the Loan Documents (including all expenses fees, charges and disbursements of sale or other realization of or in respect of the Collateral and any sums advanced counsel to the Collateral Agent or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights respective Secured Parties arising under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal Documents and amounts payable under Sections 2.17 and 2.23 of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligationsthis Agreement), ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” SECOND payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicable.;

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject (a) Subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other ABL Intercreditor Agreement or any other applicable Intercreditor Agreement Supplemententered into pursuant to this Agreement or any other Loan Document, after the occurrence and during the continuance of if an Event of DefaultDefault shall have occurred and be continuing, at any time at the Agent’s election, the Agent may, notwithstanding the provisions of Section 2.11, apply all amounts collected or received any part of the net proceeds of US Collateral realized through the exercise by the Administrative Agent of its remedies under the US Security Documents, whether or not held in any Lender on account of amounts then due Collateral Account, and outstanding under any proceeds of the Loan Documents shallguarantee set forth in the US Security Documents, except as otherwise expressly in payment of the US Obligations in the following order (provided hereinthat 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, be applied as follows: firstthen 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 pay all reasonable out-of-pocket costs payment of that portion of the US Obligations constituting fees, indemnities, expenses and expenses other amounts (other than principal and interest, US Cash Management Obligations, obligations under US Specified Swap Contracts and Reimbursement Obligations, but including reasonable 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 respect of US Letters of Credit, and, to the extent provided hereinpayable under clause First, attorneys’ fees) due payable to the US Secured Parties (including attorneys’ fees payable under this Agreement and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders amounts payable under the Loan Documents (including all expenses of sale or other realization of or 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 the Collateral and any sums advanced US Swingline Loans (including interest) then due to the Collateral Agent or to preserve its security interest in the Collateral), secondUS Swingline Lender; Fourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder payment of each that portion of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay US Obligations constituting (or constituting guarantees of) accrued and unpaid interest on the US Revolving Credit Loans then outstanding; fourth, to pay principal and LC Disbursements in respect of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsUS Letters of Credit, ratably among the applicable Secured Parties holders of such US Obligations in proportion to the respective amounts described in this clause “fourth” Fourth payable to them, and fifth; Fifth, to pay payment of that portion of the surplusUS Obligations constituting (or constituting guarantees of) unpaid principal of the US Revolving Credit Loans and Reimbursement Obligations in respect of US Letters of Credit, if anyand, to whomever may be lawfully entitled to receive such surplus. To the extent any 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 available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullof US Letters of Credit, such moneys shall be allocated pro rata ratably among the applicable Secured Parties holders of such US Obligations in proportion to the respective amounts described in this clause Fifth held by them; Sixth, as provided in clauses First through Fifth of Section 7.3(b); Seventh, to the applicable clause at such time. This Section 10.12 may be amended payment of amounts (or constituting guarantees of amounts) then due and 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 Agent and the Lenders hereby irrevocably authorize other US Secured Parties on such date, ratably based upon the Administrative Agent to enter into any respective aggregate amounts of all such amendment) US Obligations owing to the extent necessary to reflect differing amounts payableAgent and the other US Secured Parties on such date; Eighth, as provided in clause Sixth of Section 7.3(b) below; and priorities Ninth, the balance, if any, after all of paymentsthe US Obligations have been paid in full, to Lenders participating in the relevant US Loan Party or as otherwise required by applicable Requirements of Law. Notwithstanding the foregoing, amounts received from any new classes or tranches Loan Party that is not a Qualified ECP Guarantor shall not be applied to any Excluded Swap Obligation of loans added pursuant to Sections 2.6 and 2.8, as applicablesuch Loan Party.

Application of Proceeds. The Lenders and Notwithstanding any other provisions of the Administrative Agent agree, as among such parties, as follows: subject Loan Documents to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplementcontrary, after the occurrence and during the continuance of an Event of Default, at the Collateral Agent’s election, the Collateral Agent may apply all amounts collected or received by the Administrative Agent or any Lender on account 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 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 Collateral Agent and any Senior Notes Indenture Trustee, ratably among the Collateral Agent and any Senior Notes Indenture Trustee according to the amounts of such fees, indemnities, expenses and other amounts then due and outstanding under 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 Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest, Term Loan Documents shallCredit Agreement Additional Obligations, except as otherwise expressly provided hereinand Revolving Credit Agreement Additional Obligations), be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees ratably among the Secured Parties according to the extent provided herein) amounts of such fees, indemnities and other amounts then due and owing hereunder of and remaining unpaid to the Administrative Agent and Secured Parties; Fourth, to the Collateral Agent, for application by the Collateral Agent in connection with enforcing the rights to payment of that portion of the Agents Secured Obligations constituting accrued and the Lenders under the Loan Documents (including all expenses of sale or other realization of unpaid interest on or in respect of the Collateral 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), ratably among the Secured Parties according to the amounts of such accrued and any sums advanced unpaid interest then due and owing and remaining unpaid to the Secured Parties; Fifth, to the Collateral Agent, for application by the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder payment of each that portion of the Lenders Secured Obligations constituting (a) unpaid principal on or in connection with enforcing such Lender’s rights under respect of the Loan DocumentsSecured Obligations, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as (b) Term Loan Facility Credit Agreement Additional Obligations, and (c) Revolving Credit Agreement Additional Obligations, ratably among the applicable Secured Parties in proportion according to the respective amounts described in this clause “fourth” payable of such unpaid principal, Term Loan Credit Agreement Additional Obligations and Revolving Credit Agreement Additional Obligations then due and owing and remaining unpaid to them, and fifththe Secured Parties; Sixth, to pay the surplusCollateral Agent, for application by the Collateral Agent to payment of all other Secured Obligations and other obligations which shall have become due and payable and not repaid pursuant to clauses First through Fifth above, ratably among the Secured Parties according to the amount of the Secured Obligations and other obligations then due and owing and remaining unpaid to the Secured Parties; and Seventh, the balance, if any, to whomever the Company or as otherwise required by law. Notwithstanding anything set forth in this Section 4.04, (a) 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 4.04, and (b) Term Loan Credit Agreement Additional Obligations and Revolving Credit Agreement Additional Obligations shall be excluded from the application described in this Section 4.04 if the Collateral Agent has not received notice of such obligations as required pursuant to the Loan Documents, together with such supporting documentation as the Collateral Agent may be lawfully request. In making the determination and allocations required by this Section 4.04, with respect to any Senior Notes Indenture, the Collateral Agent may conclusively rely upon information supplied by the Senior Notes Indenture Trustee for such Senior Notes Indenture as to the amounts of 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 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 to receive in accordance with this Agreement, such surplus. To Secured Party shall hold such payment or recovery in trust for the extent any amounts available benefit of all Secured Parties for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullaccordance with this Section 4.04. By accepting the benefits of this Agreement, such moneys shall be allocated pro rata among each of the applicable Secured Parties hereby agrees not to challenge or question in proportion to any proceeding the respective amounts described validity or enforceability of this Agreement (in each case as a whole or any term or provision contained herein) or the applicable clause at such time. This Section 10.12 may be amended (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 the Lenders hereby irrevocably authorize the Administrative Agent to enter into ratable sharing of 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 2.6 and 2.8, as applicableLien.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms After an event of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding default under any Senior Debt Document has occurred and until such event of default is cured or waived, so long as the Loan Documents shallDischarge of Senior Obligations has not occurred, except as otherwise expressly provided herein, be applied as follows: first, 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 Shared Collateral Agent or Proceeds thereof received in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization disposition of, or collection on, such Shared Collateral upon the exercise of remedies shall be applied: (a) first, by the Designated Senior Representative to the Senior Obligations in such order as specified in the relevant Senior Debt Documents until the Discharge of Senior Obligations has occurred (together with, in the case of repayment of any revolving credit or similar loans, a permanent reduction in respect the commitments thereunder), (b) second, shall be applied by the Designated Second Priority Representative to the Second Priority Debt Obligations until the Discharge of Second Priority Debt Obligations has occurred, (c) third, shall be applied by the Designated Senior Representative to any obligations (including any Excluded Senior Obligations) owed to the Senior Secured Parties in excess of the Collateral Maximum Senior Principal Amount and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided hereind) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal the Grantors or as a court of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured competent jurisdiction may otherwise direct. Upon the Discharge of Senior Obligations, each applicable Senior Representative shall deliver promptly to the Designated Second Priority Representative any Shared Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Security Agreement Designated Second Priority Representative to the Second Priority Debt Obligations in such order as Term Loan Facility specified in the relevant Second Priority Debt Documents. Upon the Discharge of Second Priority Debt Obligations, ratably among each applicable Second Priority Representative shall deliver promptly to the applicable Designated Senior Representative any Shared Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Senior Representative to any obligations owed to the Senior Secured Parties in proportion to excess of the respective amounts described Maximum Senior Principal Amount in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described order as specified in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicablerelevant Senior Debt Documents.

Application of Proceeds. The Lenders With respect to any prepayments made by Borrower pursuant to Section 1.5(e) and the Administrative Agent agreeany payments of Term Loans pursuant to Section 1.5(a), as among such parties, prepayments shall be applied as follows: subject first, in payment of the Term Loan pro rata against all remaining Scheduled Installments until such Term Loan shall have been prepaid in full; second, to reduce the outstanding principal balance of the Swing Line Loan outstanding to Borrower until the same has been repaid in full; third, to the terms Revolving Credit Advances constituting Index Rate Loans outstanding until the same has been repaid in full but not as a permanent reduction of the Security AgreementRevolving Loan Commitment; and fourth, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after to the occurrence and during Revolving Credit Advances constituting LIBOR Loans outstanding to Borrower until the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any same have been repaid in full but not as a permanent reduction of the Revolving Loan Documents shallCommitment. With respect to any prepayments made by Borrower pursuant to Sections 1.5(c) and Section 1.5(d) , except as otherwise expressly provided herein, such prepayments shall be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to reduce the extent provided herein) due and owing hereunder outstanding principal balance of the Administrative Agent and Swing Line Loan outstanding to Borrower until the Collateral Agent same has been repaid in connection with enforcing the rights of the Agents and the 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), full; second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees the Revolving Credit Advances constituting Index Rate Loans outstanding to Borrower until the extent provided herein) due and owing hereunder of each same has been repaid in full but not as a permanent reduction of the Lenders in connection with enforcing such Lender’s rights under the Revolving Loan Documents, Commitment; third, to pay interest on the Revolving Credit Advances constituting LIBOR Loans then outstandingoutstanding to Borrower until the same have been repaid in full but not as a permanent reduction of the Revolving Loan Commitment; and fourth, to pay principal in payment of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive pro rata against all remaining Scheduled Installments until such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein Term Loan shall have been prepaid in full. Considering each type of Loan being prepaid separately, any such moneys prepayment shall be allocated pro rata among applied first to Index Rate Loans of the applicable Secured Parties type required to be prepaid before application to LIBOR Loans of the type required to be prepaid, in proportion to the respective amounts described each case in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into a manner which minimizes 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 2.6 and 2.8, as applicableresulting LIBOR Breakage Costs.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject Subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during exercise of remedies provided for in Section 7.01, any amounts received on account of the continuance of an Event of Default, all amounts collected or received Secured Obligations shall be applied by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of in the Loan Documents shall, except as otherwise expressly provided herein, be applied as followsfollowing order: first, to pay all reasonable out-of-pocket costs payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and expenses other amounts (including reasonable attorneys’ fees fees, charges and disbursements of counsel to the extent provided herein) due and owing hereunder of the Administrative Agent and amounts payable under Sections 2.17 and 2.23) payable to the Collateral Administrative Agent in connection with enforcing the rights its capacity as such; second, to payment of that portion of the Agents Secured Obligations constituting fees, indemnities and other amounts payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders arising under the Loan Documents (including all expenses of sale or other realization of or and amounts payable under Section 2.17 and 2.23 and not specifically referred to in respect of the Collateral clauses third and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateralfourth below), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties them in proportion to the respective amounts described in this clause “fourth” Second payable to them, and fifth; third, to pay payment of that portion of the surplusSecured Obligations constituting accrued and unpaid interest on the Loans and other Secured Obligations arising under the Loan Documents, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata ratably among the applicable Secured Parties Lenders in proportion to the respective amounts described in this clause Third payable to them; fourth, to payment of that portion of the applicable clause at such time. This Section 10.12 may be amended (Secured Obligations constituting unpaid principal of the Loans and Secured Swap Obligations and Secured Cash Management Obligations, ratably among the Lenders hereby irrevocably authorize and counterparties referred to in the Administrative Agent to enter into any such amendment) definitions of Secured Swap Obligations and Secured Cash Management Obligations that are parties thereto in proportion to the extent necessary respective amounts described in this clause Fourth payable to reflect differing amounts payablethem; and last, and priorities of paymentsthe balance, if any, after the Secured Obligations have been paid in full, as may otherwise be required by any Intercreditor Agreement and, thereafter, to Lenders participating the Borrower or as otherwise required by Law. 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 any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablethe Loan Documents.

Application of Proceeds. The Lenders proceeds from any sale, lease, or other disposition made pursuant to this Article VII, or the proceeds from the surrender of any insurance policies pursuant hereto, or any Rents collected by Beneficiary from the Mortgaged Property, or the reserve for Impositions and insurance premiums, if any, required by the Administrative Agent agreeprovisions of this Deed of Trust or sums received pursuant to Section 8.1 hereof, or proceeds from insurance which Beneficiary elects to apply to the Indebtedness pursuant to Section 8.2 hereof, shall be applied by Trustee, or by Beneficiary, as among such partiesthe case may be, as follows: subject to the terms Indebtedness in the following order and priority: (i) to the payment of all expenses of advertising, selling, and conveying the Mortgaged Property or part thereof, and/or prosecuting or otherwise collecting Rents, proceeds, premiums, or other sums including reasonable attorneys’ fees and a reasonable fee or commission to Trustee, not to exceed five percent (5%) of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement proceeds thereof or any Intercreditor Agreement Supplement, after sums so received; (ii) to the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any remainder of the Loan Documents shall, except as otherwise expressly provided herein, be applied Indebtedness as follows: first, 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 and the 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)remaining accrued but unpaid interest, second, to pay all reasonable out-of-pocket costs the matured portion of principal of the Indebtedness, and expenses third, to prepayment of the unmatured portion, if any, of principal of the Indebtedness applied to installments of principal in inverse order of maturity; (including reasonable attorneys’ fees iii) the balance, if any and to the extent provided herein) due applicable, remaining after the full and owing hereunder of each final payment of the Lenders in connection with enforcing such Lender’s rights under Indebtedness and full performance and discharge of the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described holder or beneficiary of any inferior liens covering the Mortgaged Property, if any, in this clause “fourth” payable order of the priority of such inferior liens (Trustee and Beneficiary shall hereby be entitled to them, rely exclusively upon a commitment for title insurance issued to determine such priority); and fifth, to pay (iv) the surpluscash balance, if any, to whomever may be lawfully entitled to receive such surplusthe Grantor. To the extent any amounts available for distribution pursuant to clause “third” The application of proceeds of sale or “fourth” above are insufficient to pay all obligations described therein in full, such moneys other proceeds as otherwise provided herein shall be allocated pro rata among deemed to be a payment of the applicable Secured Parties Indebtedness like any other payment. The balance of the Indebtedness remaining unpaid, if any, shall remain fully due and owing in proportion to accordance with the respective amounts described in terms of the applicable clause at such time. This Section 10.12 may be amended (and Credit Agreement, the Lenders hereby irrevocably authorize Notes or 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 2.6 and 2.8, as applicableother Loan Documents.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement, Agreement or any Other Intercreditor Agreement or any Intercreditor Agreement SupplementAgreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding 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 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 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), secondfourth, 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, thirdfifth, to pay (on a ratable basis) (A) interest on Loans and then outstanding; fourth, to pay 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 and (B) any outstanding obligations payable under (i) Designated Cash Management Agreements, up to the amount of Designated Cash Management Reserves then in effect with respect thereto and (ii) Designated Hedging Agreements up to the amount of Designated Hedging Reserves then in effect with respect thereto, sixth, to pay obligations under Secured Hedge Agreements and Cash Management Obligations Arrangements with any Cash Management Party (other than pursuant to any Designated Cash Management Agreements, but including any amounts not paid pursuant to clause “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 Management Credit Provider (as defined in the Guarantee and Collateral Agreement) permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to themGuarantee and Collateral Agreement, and fifthseventh, 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 “third” or “fourthfifth” 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 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 applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such timeCommitment Percentages. This Section 10.12 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 Sections 2.6 Subsections 2.6, 2.7 and 2.8, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject (a) Subject to the terms provisions of the Security Agreement, any Junior Crossing Lien Intercreditor Agreement, the Collateral Agent will apply the proceeds of any Other Intercreditor Agreement collection, sale, foreclosure or other realization upon, or exercise of any Intercreditor Agreement Supplementright or remedy with respect to, after any Collateral and the occurrence proceeds thereof and during the continuance proceeds of an Event any insurance policy required under any Priority Lien Document or Junior Lien Document or otherwise covering the Collateral in the following order of Defaultapplication: FIRST, to the payment of all amounts collected payable under this Agreement on account of the Collateral Agent’s fees and any reasonable legal fees, costs and expenses or received other liabilities of any kind incurred by the Administrative Collateral Agent or any Lender on account co-trustee or agent 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 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 any Security Document (including, but not limited to, indemnification obligations that are then due and payable); SECOND, to the rights respective Priority Lien Representatives, Hedge Providers and Bank Product Providers on a pro rata basis for each Series of Priority Lien Debt, Hedging Obligations constituting Priority Lien Obligations and Bank Product Obligations constituting Priority Lien Obligations that are secured by such Collateral (or, where such Hedging Obligations or Bank Product Obligations are represented by a Priority Lien Representative, to such Priority Lien Representative on their behalf) for application to the Agents payment of all such outstanding Priority Lien Debt and any such other Priority Lien Obligations that are then due and payable and so secured (for application in such order as may be provided in the Lenders under Priority Lien Documents applicable to the Loan Documents respective Priority Lien Obligations) in an amount sufficient to pay in full in cash all outstanding Priority Lien Debt and all other Priority Lien Obligations that are then due and payable (including all expenses interest and fees accrued thereon after the commencement of sale any Insolvency or other realization Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of or in respect (1) 103% of the Collateral aggregate undrawn amount and any sums advanced to (2) the Collateral Agent or to preserve its security interest in the Collateral), second, 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 percentage of the Lenders in connection with enforcing such Lender’s rights aggregate undrawn amount required for release of Liens under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal terms of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt); THIRD, to the respective amounts described in this clause “fourth” payable to themJunior Lien Representatives, Hedge Providers and fifthBank Product Providers on a pro rata basis for each Series of Junior Lien Debt, Hedging Obligations constituting Junior Lien Obligations and Bank Product Obligations constituting Junior Lien Obligations that are secured by such Collateral (or, where such Hedging Obligations or Bank Product Obligations are represented by a Junior Lien Representative, to pay such Junior Lien Representative on their behalf) for application to the surplus, if any, to whomever payment of all such outstanding Junior Lien Debt and any such other Junior Lien Obligations that are then due and payable and so secured (for application in such order as may be lawfully entitled to receive such surplus. To provided in the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Junior Lien Documents applicable Secured Parties in proportion to the respective Junior Lien Obligations) in an amount sufficient to pay in full in cash all outstanding Junior Lien Debt and all other Junior Lien Obligations that are then due and payable (including 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 Junior Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 103% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Junior Lien Document) of all outstanding letters of credit constituting Junior Lien Debt); and FOURTH, any surplus remaining after the payment in full in cash of amounts described in the preceding clauses will be paid to the Issuers or the applicable clause at Grantor, as the case may be, its successors or assigns, or to such timeother 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 Series of Secured Debt has released its Lien on any Collateral as described below in Section 4.4, then such Series of Secured Debt and any related Secured Obligations of that Series thereafter shall not be entitled to share in the proceeds of any Collateral so released by that Series. This Agreement constitutes a separate agreement in writing as contemplated by Section 10.12 may 3.4(c) THIRD and Section 3.4(e) SECOND of the Crossing Lien Intercreditor Agreement. The parties hereto agree that any proceeds of Collateral to be amended (and allocated under such clauses of the Lenders hereby irrevocably authorize Crossing Lien Intercreditor Agreement will be allocated in 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 2.6 and 2.8, as applicableorder set forth above.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any Pari Passu Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; , fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements and Cash Management Obligations Bank Products Agreements permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsAgreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 Sections 2.6 Subsections 2.8, 2.10 and 2.82.11, as applicable.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement, Agreement or any Other Intercreditor Agreement or any Intercreditor Agreement SupplementAgreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent 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 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), secondfourth, 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, thirdfifth, to pay (on a ratable basis) (A) interest on Loans and then outstanding; fourth, to pay 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 and (B) any outstanding obligations payable under (i) Designated Cash Management Agreements, up to the maximum amount of the exposure thereunder as notified from time to time by the Cash Management Party to the Administrative Agent pursuant to the definition of “Cash Management Reserves” and (ii) Designated Hedging Agreements up to the maximum amount of the MTM value thereunder as notified from time to time by the Hedging Party (or, if applicable, an alternative MTM value notified by the Borrower Representative pursuant to a Dealer Polling) to the Administrative Agent pursuant to the definition of “Designated Hedging Reserves”, in each case which are secured under the Security Documents, sixth, to pay obligations under Secured Hedge Agreements and Cash Management Obligations Arrangements (other than pursuant to any Designated Cash Management Agreements, but including any amounts not paid pursuant to clause “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 Management Credit Provider (as defined in the Guarantee and Collateral Agreement) permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to themGuarantee and Collateral Agreement, and fifthseventh, 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 “third” or “fourthfifth” 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 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 applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such timeCommitment Percentages. This Section 10.12 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 Sections 2.6 Subsections 2.6, 2.7 and 2.8, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets.

Application of Proceeds. The Lenders and Subject to the Intercreditor Agreements, after the exercise of remedies provided for in Section 7.01, the Administrative Agent agreeshall apply the proceeds of any collection or sale of Collateral, as among such partiesincluding any Collateral consisting of cash, as follows: subject FIRST, to the terms payment in full of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 all reasonable and documented or invoiced out-of-pocket costs and expenses (including reasonable attorneys’ fees to incurred by the extent provided herein) due and owing hereunder of the Administrative Collateral Agent and the Collateral Administrative Agent in connection with enforcing the rights such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Agents 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 Lenders Secured Obligations, as the case may be, the repayment of all advances made by the Collateral Agent 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 extent reimbursable in accordance with this Agreement or the other Loan Documents, as applicable; SECOND, to the payment in full of that portion of the Secured Obligations (other than Secured Swap Obligations, Secured Cash Management Obligations and Other Secured Obligations) constituting fees, indemnities and other amounts (other than principal and interest) payable to the Secured Parties under the Loan Documents (including all expenses fees, charges and disbursements of sale or other realization of or in respect of the Collateral and any sums advanced counsel to the Collateral Agent or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights respective Secured Parties arising under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal Documents and amounts payable under Sections 2.17 and 2.23 of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligationsthis Agreement), ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” SECOND payable to them, and fifth; THIRD, to pay the surpluspayment in full of that portion of the Secured Obligations constituting accrued and unpaid interest on the Loans and other Secured Obligations (other than Secured Swap Obligations and Secured Cash Management Obligations) arising under the Loan Documents, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata ratably among the applicable Secured Parties Lenders in proportion to the respective amounts described in this clause THIRD payable to them; FOURTH, to the applicable clause at such time. This Section 10.12 may be amended (payment in full of that portion of the Secured Obligations constituting unpaid principal of the Loans and Secured Swap Obligations, Secured Cash Management Obligations and Other Secured Obligations, ratably among the Lenders and the Lenders hereby irrevocably authorize counterparties referred to in the Administrative Agent to enter into any such amendment) definitions of Secured Swap Obligations, Secured Cash Management Obligations and Other Secured Obligations that are parties thereto in proportion to the extent necessary respective amounts described in this clause FOURTH payable to reflect differing amounts payablethem; and FIFTH, and priorities of paymentsthe balance, if any, after the Secured Obligations have been paid in full, to Lenders participating in the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Notwithstanding the foregoing, Excluded Swap Obligations with respect to any new classes Guarantor shall not be paid with amounts received from such Guarantor or tranches of loans added pursuant its assets, but appropriate adjustments shall be made with respect to Sections 2.6 and 2.8, as applicablepayments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above.

Application of Proceeds. The Lenders Regardless of whether an Insolvency or Liquidation Proceeding has been commenced, (i) the Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such Collateral upon the exercise of remedies and (ii) any other amounts (subject to the rights of the Senior Priority Secured Parties under the Senior Priority Debt Documents) paid over to the Designated Senior Priority Representative (or, following the Discharge of Senior Priority Obligations, the Designated Second Priority Representative, or, following the Discharge of Senior Priority Obligations and the Administrative Discharge of Second Priority Debt Obligations, the Designated Senior Subordinated Priority Representative) in accordance with this Agreement (including in respect of Guarantee Liabilities) (A) first, shall be applied to the payment in full in cash of all fees and expenses incurred in connection with the exercise of any rights or remedies permitted hereunder owing to the Senior Secured Collateral Agent agree, (in its capacity as among such parties, as follows: subject such) pursuant to the terms of the Security Agreementany Senior Priority Debt Document, any Junior Lien Intercreditor Agreement(B) second, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received shall be applied by the Administrative Agent Designated Senior Priority Representative to the Senior Priority Obligations in such order as specified in Section 12.01, until the Discharge of Senior Priority Obligations has occurred, (C) third, upon the Discharge of Senior Priority Obligations, shall be applied by the Designated Second Priority Representative to the Second Priority Debt Obligations in such order as specified in Section 13.01, until the Discharge of Second Priority Debt Obligations has occurred, (D) fourth, upon the Discharge of Senior Priority Obligations and the Discharge of Second Priority Debt Obligations, shall be applied by the Designated Senior Subordinated Priority Representative, to the Senior Subordinated Priority Debt Obligations in such order as specified in Section 14.01 until the Discharge of Senior Subordinated Priority Debt Obligations has occurred, (E) fifth, upon the Discharge of Senior Priority Obligations, Discharge of Second Priority Debt Obligations and Discharge of Senior Subordinated Priority Debt Obligations, shall be applied by the Honeywell Indemnitee to the Honeywell Indemnity Obligations in accordance with the terms of the Honeywell Indemnity Documents until the Honeywell Indemnity Obligations have been paid in full or any Lender on account otherwise satisfied or discharged in accordance with the terms thereof, (F) sixth, if none of amounts then due and outstanding the Debtors is under any of the Loan Documents shallfurther actual or contingent liability under any Senior Priority Debt Document, except as otherwise expressly provided hereinSecond Priority Debt Document, Senior Subordinated Priority Debt Document or Honeywell Indemnity Document, shall be applied as follows: first, in payment or distribution to any Person to whom the Applicable Designated Representative is obliged to pay all reasonable out-of-pocket costs or distribute in priority to any Debtor and expenses (including reasonable attorneys’ fees to G) seventh, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplusbalance, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties applied in proportion payment or distribution to the respective relevant Debtor. Upon (x) the Discharge of Senior Priority Obligations, each applicable Senior Priority Representative shall deliver promptly to the Designated Second Priority Representative any Common Senior Priority/Second Priority Collateral or proceeds thereof or amounts described otherwise received in accordance with this Agreement held by it in the applicable clause at such time. This Section 10.12 same form as received, with any necessary endorsements, or as a court of competent jurisdiction may be amended otherwise direct and (y) the Discharge of Senior Priority Obligations and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) Discharge of Second Priority Debt Obligations, each applicable Senior Priority Representative and Second Priority Representative shall deliver promptly to the extent Designated Senior Subordinated Priority Representative any Common Collateral or proceeds thereof or amounts otherwise received in accordance with this Agreement held by it in the same form as received, with any necessary to reflect differing amounts payableendorsements, and priorities or as a court of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablecompetent jurisdiction may otherwise direct.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after Upon the occurrence and during the continuance of an Event of Default, the proceeds of any sale of, or other realization upon, all amounts collected or received any part of the Senior Notes Pledged Collateral and any cash held shall be applied by the Administrative Senior Notes Collateral Agent or any Lender on account in the following order of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as followspriorities: first, to pay all reasonable out-of-pocket costs and payment of the expenses (of such sale or other realization, including reasonable attorneys’ fees compensation to agents and counsel for the extent provided herein) due Senior Notes Collateral Agent, and owing hereunder of all expenses, liabilities and advances incurred or made by the Administrative Agent and the Senior Notes Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral therewith, and any sums advanced to other unreimbursed fees and expenses for which the Senior Notes Collateral Agent or is to preserve its security interest in the Collateral), be reimbursed pursuant to Section 15 hereof; second, to pay all reasonable out-of-pocket costs and expenses the ratable payment (including reasonable attorneys’ fees based on the principal amount of Senior Notes deemed by the Indenture to be outstanding at the extent provided hereintime of distribution) due and owing hereunder of each of the Lenders in connection with enforcing accrued but unpaid interest on such Lender’s rights under the Loan Documents, outstanding Senior Notes; third, to pay interest the ratable payment (based on Loans then outstandingthe principal amount of Senior Notes deemed by the Indenture to be outstanding at the time of distribution) of unpaid principal of such outstanding Senior Notes; fourth, to pay the ratable payment (based on the principal amount of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured Senior Notes deemed by the Security Agreement as Term Loan Facility Indenture to be outstanding at the time of distribution) of all other Obligations, ratably among the applicable Secured Parties until all Obligations shall have been paid in proportion to the respective amounts described in this clause “fourth” payable to them, full; and fifth, to pay the surpluspayment to all persons who may be entitled by law thereto (including, if anywithout limitation, the Price Note Collateral Agent until such time as the Senior Notes Collateral Agent has received written notice from the Price Note Collateral Agent that the obligations of the Pledgor under the Price Note and the Price Note Purchase Agreement have been satisfied in full), or as a court of competent jurisdiction may direct, until all obligations to such persons shall have been paid in full; and finally, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion payment to the respective amounts described in the applicable clause at Pledgor or its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such time. This Section 10.12 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 2.6 and 2.8, as applicableproceeds.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, 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 Administrative Agent and the 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)Documents, second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to themoutstanding, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties Lenders in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee Agreement) with respect to any Guarantor shall not be amended (paid with amounts received from such Guarantor or its assets and the Lenders hereby irrevocably authorize the Administrative Agent to enter into such Excluded Obligations shall be disregarded in any such amendment) application of Collection Amounts pursuant 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 2.6 and 2.8, as applicable.preceding paragraph

Application of Proceeds. The Lenders If an Event of Default shall have occurred and be continuing, at any time at the Administrative Collateral Agent’s election, the Collateral Agent agreemay apply all or any part of Proceeds constituting Collateral or Mortgaged Property, whether or not held in any Collateral Account, and any proceeds of any Note Guarantee, in payment of the Secured Obligations in the following order: First, to pay incurred and unpaid fees and expenses of the Collateral Agent in its capacity as among such parties, as follows: subject pursuant to the terms of the Security AgreementNote Documents and any Additional Pari Passu Debt Agreements and incurred and unpaid fees and expenses of the Trustees in its capacity as such pursuant to the terms of the Note Documents and any Additional Pari Passu Agent pursuant to the terms of the applicable Additional Pari Passu Agreements; Second, to the Trustees and the representatives of any Junior Lien Intercreditor Agreementclass of Permitted Additional Pari Passu Obligations, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received for application by the Administrative Agent or any Lender on account it towards payment 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 all reasonable out-of-pocket costs owing 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization of or remaining unpaid in respect of the Collateral and any sums advanced Secured Obligations, pro rata among the Secured Parties according to the Collateral Agent or to preserve its security interest in amounts of the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) Secured Obligations then due and owing hereunder of each of and remaining unpaid to the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion accordance with the terms of the Indenture and Additional Pari Passu Agreements, as applicable; Third, any balance remaining after the Secured Obligations shall have been paid in full, provided no letters of credit shall be outstanding under any Additional Pari Passu Agreements (unless the outstanding amount of the letter of credit obligations related thereto has been cash collateralized in an amount and manner satisfactory to the respective amounts described in this clause “fourth” payable relevant issuing lender) and all commitments under any Additional Pari Passu Agreements shall have terminated, shall be paid over to them, and fifth, the Issuer or to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same. To In making the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fulldetermination and allocations required by this Section 6.5, such moneys shall be allocated pro rata among the Collateral Agent may conclusively rely upon information supplied by the applicable Additional Pari Passu Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to such Additional Pari Passu Obligations and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in proportion to the respective amounts described in the applicable clause at reliance on such time. This Section 10.12 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 2.6 and 2.8, as applicableinformation.

Application of Proceeds. The Lenders and Collateral Agent shall, subject to the Administrative Intercreditor Agreements, promptly apply the proceeds, moneys or balances of any collection or sale of Collateral realized through the exercise by the Collateral Agent agreeof its remedies hereunder, as among such partieswell as any Collateral consisting of cash at any time when remedies are being exercised hereunder, as follows: subject FIRST, to the terms payment of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 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 incurred by the Collateral Agent in connection with enforcing the rights such collection or sale or otherwise in connection with any Credit Agreement Document, any Notes Indenture Document, any Other First Lien Agreement or any of the Agents Secured Obligations secured by such Collateral, including without limitation all court costs and the Lenders under the Loan Documents (including all fees and expenses of sale its agents and legal counsel, the repayment of all advances made by the Collateral Agent under any Credit Agreement Document, any Notes Indenture Document or any Other First Lien Agreement on behalf of any Pledgor, any other realization costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Agreement Document, any other Notes Indenture Document or any Other First Lien Agreement, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Credit Agreement Document, any Notes Indenture Document or any Other First Lien Agreement in its capacity as such; SECOND, to the payment in full of the Secured Obligations secured by such Collateral (the amounts so applied to be distributed between the Credit Agreement Secured Parties, the Notes Secured Parties and any Other First Lien Secured Parties pro rata based on the respective amounts of such Secured Obligations owed to them on the date of any such distribution (or in respect accordance with such other method of distribution as may be set forth in any applicable Intercreditor Agreement), with the portion thereof distributed to the Credit Agreement Secured Parties to be further distributed in accordance with the order of priority set forth in Section 7.02 of the Credit Agreement; and THIRD, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided that in no event shall (i) the proceeds of any collection or sale of any Notes Excluded Collateral be applied to the Notes Obligations nor (ii) the proceeds of any collection or sale of any Specified Excluded Collateral be applied to the relevant Series of Secured Obligations. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon the request of the Collateral Agent prior to any distribution under this Section 4.02, each Authorized Representative shall provide to the Collateral Agent certificates, in form and substance reasonably satisfactory to the Collateral Agent, setting forth the respective amounts referred to in this Section 4.02 that each applicable Secured Party or its Authorized Representative believes it is entitled to receive, and the Collateral Agent shall be fully entitled to rely on such certificates. Upon any sums advanced sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may officer or be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 answerable in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableway for the misapplication thereof.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 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 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), secondfourth, 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, thirdfifth, to pay interest on Loans and then outstanding; fourth, to pay 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 Secured Hedge Agreements Hedging Arrangements and Cash Management Obligations Arrangements permitted hereunder and secured by the Security Guarantee and Collateral Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifthseventh, 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 “third” or “fourthfifth” 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 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 applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such timeCommitment Percentages. This Section 10.12 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 Sections 2.6 Subsections 2.6, 2.7 and 2.8, as applicable.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts Any moneys collected or received by the Administrative Agent or any 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, Trustee pursuant 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization of or this Article in respect of the Collateral Securities of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of Principal or interest, upon presentation of the several Securities and any sums advanced coupons appertaining to such Securities in respect of which moneys have been collected and noting thereon the payment, or issuing Securities of such series and tenor in reduced Principal amounts in exchange for the presented Securities of such series and tenor if only partially paid, or upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee under Section 8.7 applicable to the Collateral Agent or Securities of such series in respect of which moneys have been collected; SECOND: In case the Principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to preserve its security the payment of interest on the Securities of such series in default in the Collateral)order of the maturity of the installments of such interest, second, to pay all reasonable out-of-pocket costs and expenses with interest (including reasonable attorneys’ fees to the extent provided hereinthat such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference; THIRD: In case the Principal of the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and owing hereunder of each payable, to the payment of the Lenders whole amount then owing and unpaid upon all the Securities of such series for Principal and interest, with interest upon the overdue Principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in connection with enforcing the case of Original Issue Discount Securities) specified in the Securities of such Lender’s rights under the Loan Documents, third, series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such Principal and interest on Loans then outstanding; fourthor Yield to Maturity, without preference or priority of Principal over interest or Yield to pay principal Maturity, or of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the interest or Yield to Maturity over Principal, or of any installment of interest over any other installment of interest, or of any Security Agreement as Term Loan Facility Obligationsof such series over any other Security of such series, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable aggregate of such Principal and accrued and unpaid interest or Yield to them, Maturity; and fifth, to pay FOURTH: To the surpluspayment of the remainder, if any, to whomever may be the Company or any other person lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicablethereto.

Application of Proceeds. (a) The Lenders 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 Collateral and the Administrative Agent agreeproceeds thereof, as among such partiesand the proceeds of any title insurance or other insurance policy required under any Secured Debt Document or otherwise covering the Collateral in the following order of application: FIRST, as follows: subject to the terms payment of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender payable under this Agreement on account of amounts then due the Collateral Trustee’s fees and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable and documented out-of-pocket legal fees, costs and expenses or other liabilities of any kind incurred by, or owed to, 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 reasonable attorneys’ fees including, but not limited to, indemnification obligations arising under this Agreement or any Security Document that are then due and 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 provided hereinthat such other Lien has priority over the Priority Liens but only if such obligation is discharged (in whole or in part) due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing such sale; THIRD, to the rights respective Secured Debt Representatives, Hedge Providers and Banking Services Providers on a pro rata basis for each Series of Secured Debt, Hedging Obligations and Banking Services Obligations that are secured by such Collateral (or, where such Hedging Obligations or Banking Services Obligations are represented by a Secured Debt Representative, to such Secured Debt Representative on their behalf) for application to the Agents payment of all such outstanding Secured Debt and any such other Secured Obligations that are then due and payable and so secured (for application in such order as may be provided in the Lenders under Secured Debt Documents applicable to the Loan Documents respective Secured Obligations) in an amount sufficient to pay in full in cash all outstanding Secured Debt and all other Secured Obligations that are then due and payable (including all expenses interest and fees accrued thereon after the commencement of sale any Insolvency or other realization 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 or in respect (1) 105% of the Collateral aggregate undrawn amount and any sums advanced to (2) the Collateral Agent or to preserve its security interest in the Collateral), second, 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 percentage of the Lenders in connection with enforcing such Lender’s rights aggregate undrawn amount required for release of Liens under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal terms of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties Debt Document) of all outstanding letters of credit constituting Secured Debt); and FOURTH, any surplus remaining after the payment in proportion to the respective amounts described full in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective cash of amounts described in the preceding clauses will be paid to Parent or the applicable clause at Grantor, as the case may be, its successors or assigns, or to such time. This Section 10.12 other Persons as may be amended (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 Lenders hereby irrevocably authorize the Administrative Agent to enter into proceeds of 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 2.6 and 2.8, as applicableCollateral.

Application of Proceeds. The Lenders After an event of default under any Senior Debt Document has occurred and until such event of default is cured or waived, so long as the Administrative Agent agreeDischarge of Senior Debt Obligations has not occurred, as among such parties, as follows: subject to the terms of the Security Agreementwhether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Borrower or any other Grantor, any Junior Lien Intercreditor Agreement(x) Shared Collateral or Proceeds thereof, any Other Intercreditor Agreement or 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 or any 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 all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees y) solely to the extent provided herein) due and owing hereunder of the Administrative Agent Senior Secured Parties and the Collateral Agent Second Priority Debt Parties are entitled to the same under the applicable Senior Debt Documents and Second Priority Debt Documents, Restricted Assets or Proceeds thereof or Sale Proceeds, in each case of clause (x) or (y), that is received in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization disposition of, or collection on, such Shared Collateral upon the exercise of remedies with respect to Shared Collateral, the Restricted Assets or the Grantors as a going concern or received in respect of any Insolvency or Liquidation Proceeding, shall be applied by the Collateral and any sums advanced Designated Senior Representative to the Collateral Agent or to preserve its security interest Senior Debt Obligations in such order as specified in the Collateral)relevant Senior Debt Documents until the Discharge of Senior Debt Obligations has occurred. Upon the Discharge of Senior Debt Obligations, secondeach applicable Senior Representative shall deliver promptly to the Designated Second Priority Representative any (x) Shared Collateral or Proceeds thereof, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees y) solely to the extent provided herein) due the Senior Secured Parties and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights Second Priority Debt Parties are entitled to the same under the Loan applicable Senior Debt Documents and Second Priority Debt Documents, thirdRestricted Assets or Proceeds thereof or Sale Proceeds, in each case of clause (x) or (y), that is held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured be applied by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion Designated Second Priority Representative to the respective amounts described Second Priority Debt Obligations in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described order as specified in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicablerelevant Second Priority Debt Documents.

Application of Proceeds. The Lenders and (a) If any Collateral is sold or otherwise realized upon by the Administrative Agent agreeCollateral Trustee in connection with any foreclosure, as among collection or other enforcement of Priority Liens granted to the Collateral Trustee in the Security Documents, the proceeds received by the Collateral Trustee from such partiesforeclosure, as follows: collection or other enforcement will be distributed by the Collateral Trustee, subject to the provisions of the Intercreditor Agreement, in the 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 legal fees, costs and expenses 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; SECOND, to the repayment of Indebtedness and other obligations, other than Priority Lien Obligations and Subordinated Lien Obligations, secured by a Permitted Prior Lien on the Collateral sold or realized upon to the extent that such other Indebtedness or obligation is (or is required) to be discharged in connection with such sale or other realization; THIRD, to the respective Priority Lien Representatives for application to the payment of all outstanding Term Loan Obligations and other Priority Lien Debt and any other Priority Lien Obligations that are then due and payable in such order as may be provided in the Priority Lien Documents in an amount sufficient to pay in full in cash all outstanding Term Loan Obligations and other Priority Lien Debt and all other Priority Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 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 Security Agreementapplicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt); FOURTH, to the respective Subordinated Lien Representatives for application to the payment of all outstanding Subordinated Lien Debt and any Junior other Subordinated Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts Obligations that are then due and outstanding under any of payable in such order as may be provided in the Loan Subordinated Lien Documents shall, except as otherwise expressly provided herein, be applied as follows: first, in an amount sufficient to pay in full in cash all reasonable out-of-pocket costs outstanding Subordinated Lien Debt and expenses (including reasonable attorneys’ fees to the extent provided herein) all other Subordinated Lien Obligations that are then due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents payable (including all expenses interest accrued thereon after the commencement of sale any Insolvency or other realization Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Subordinated Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of or in respect (1) 105% of the Collateral aggregate undrawn amount and any sums advanced to (2) the Collateral Agent or to preserve its security interest in the Collateral), second, 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 percentage of the Lenders in connection with enforcing such Lender’s rights aggregate undrawn amount required for release of Liens under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal terms of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplusSubordinated Lien Document) of all outstanding letters of credit, if any, to whomever may be lawfully entitled to receive such surplus. To constituting Subordinated Lien Debt); and FIFTH, any surplus remaining after the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein payment in full, such moneys shall be allocated pro rata among full in cash of the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may preceding clauses will be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) paid to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes Company or tranches of loans added pursuant to Sections 2.6 and 2.8the applicable Guarantor, as applicablethe case may be, or its successors or assigns, or as a court of competent jurisdiction may direct.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the immediately succeeding paragraph and the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) 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 follows: 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 reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of to the Administrative Agent and the Collateral Agent under the Loan Documents, including in connection with enforcing the rights of the Agents 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 hereunder of 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 Revolving Issuing Lender with respect to a Revolving Letter of Credit, any Revolving L/C Participant’s Revolving Commitment Percentage of any unreimbursed payment made by such Revolving Issuing Lender under a Revolving 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 Revolving Issuing Lender against such Revolving 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; fourth(5) fifth, to pay (on a ratable basis) principal of Loans then outstanding and outstanding, obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and Bank Products Agreements secured by the Security Agreement as Documents, and any Reimbursement Amounts then outstanding and not reimbursed pursuant to clause “third” above (or in the case of Term Loan Facility Letters of Credit, the immediately succeeding paragraph), and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent (in the case of Term L/C Obligations, ratably among the applicable Secured Parties in proportion to the respective extent not cash collateralized as provided in the immediately succeeding paragraph); (6) sixth, to pay (on a ratable basis) all other outstanding amounts described in this clause “fourth” due and payable to themthe Administrative Agent, the Collateral Agent, the Lenders and fifththe 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 “third” or “fourthfifth” 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 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 applicable Secured Parties in proportion Persons entitled to payment of such obligations based on the respective relative amounts described in of such obligations. Notwithstanding the applicable clause at such time. This Section 10.12 may be amended foregoing, with respect to any Term C Loan Collateral Account (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into all amounts deposited therein or credited thereto), any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating Collection Amounts so received in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, respect thereof shall be applied as applicable.follows:

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien ABL/Term Loan Intercreditor Agreement, any Other Intercreditor Agreement or 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 Agent, the Collateral Agent, any Lender or any Lender L/C Issuer on account of amounts then due and outstanding under any of the Loan Credit Documents or under any Secured Hedging Arrangement or Secured Cash Management Agreement shall, except as otherwise expressly provided herein, be applied as follows, in each case until such item is paid in full: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) and indemnities due and owing hereunder under the Credit Documents of the Administrative Agent and or the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of to pay to the Collateral and Agent any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay any fees then due to any Agent under the Credit Documents, third, to pay interest on Agent Advances, fourth, to pay the principal of Agent Advances then outstanding, fifth, 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 in connection with enforcing such Lender’s rights and each of the L/C Issuer, sixth, to pay any fees then due to any of the Lenders and each of the L/C Issuers under the Loan Credit Documents, thirdseventh, to pay interest on accrued in respect of Swing Line Loans, eighth, to pay the principal of all Swing Line Loans then outstanding; fourth, ninth, to pay principal (on a ratable basis) interest accrued in respect of (A) the Revolving Loans then outstanding and (B) any Unreimbursed Amount then outstanding, tenth, to pay (on a ratable basis) (A) the principal of Revolving Loans then outstanding and any Unreimbursed Amount then outstanding, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the applicable L/C Issuer and (B) any outstanding obligations payable under Secured Hedge Agreements and (i) Designated Cash Management Agreements, up to the amount of Designated Cash Management Reserves then in effect with respect thereto, and (ii) Designated Hedging Agreements, up to the amount of Designated Hedging Reserves then in effect with respect thereto, eleventh, to pay (ratably) (A) Hedge Obligations and (B) Cash Management Obligations, in each case with any Lender Counterparty (other than pursuant to any Designated Cash Management Agreements or Designated Hedging Agreements, but including any amounts not paid pursuant to clause “tenth”(B)(i) above) permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsCredit Documents (notwithstanding the foregoing, ratably among the applicable Secured Parties in proportion amounts received from any Credit Party shall not be applied to the respective amounts described in this clause “fourth” payable any Excluded Swap Obligation of such Credit Party), twelfth, to thempay other Obligations then due and owing, and fifththirteenth, 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 “third” or “fourthtenth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable L/C Issuer from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in such clause “tenth”. To the extent any amounts available for distribution pursuant to “ninth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties Lenders and L/C Issuers based on their respective Pro Rata Shares. To the extent any amounts available for distribution pursuant to clause (A) of clause “tenth” are insufficient to pay all obligations described therein in proportion to the respective amounts described in the applicable clause at full, such time. This Section 10.12 may moneys shall be amended (and allocated pro rata among 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 2.6 and 2.8, as applicableL/C Issuers based on their respective Pro Rata Shares.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, the Term Loan Priority Collateral Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements, Bank Products Agreements and Cash Management Obligations Guarantees permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 Sections 2.6 Subsections 2.8, 2.10 and 2.82.11, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 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 follows: 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 reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of to the Administrative 190 Agent and the Collateral Agent under the Loan Documents, including in connection with enforcing the rights of the Agents 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 hereunder of 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; fourth(5) fifth, to pay (on a ratable basis) principal of Loans then outstanding and outstanding, obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and Bank Products Agreements secured by the Security Agreement as Term Loan Facility ObligationsDocuments, ratably among the applicable Secured Parties in proportion 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 respective Administrative Agent; (6) sixth, to pay (on a ratable basis) all other outstanding amounts described in this clause “fourth” due and payable to themthe Administrative Agent, the Collateral Agent, the Lenders and fifththe 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 “third” or “fourthfifth” 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 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 applicable Secured Parties in proportion Persons entitled to payment of such obligations based on the respective relative amounts described in the applicable clause at of such timeobligations. This Section 10.12 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 2.6 2.9, 2.10 and 2.82.11, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. The Lenders (a) If any Collateral is sold or otherwise realized upon by the Collateral Trustee in connection with any foreclosure, collection or other enforcement of Liens granted to the Collateral Trustee pursuant to the Parity Lien Security Documents, the proceeds received by the Collateral Trustee from such foreclosure, collection or other enforcement will be distributed by the Collateral Trustee in the 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 legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent agreeCollateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with, and pursuant to the terms of, any Parity Lien Security Document; SECOND, to the Notes Trustee and each other Parity Lien Representative (if any) for application to the payment of all outstanding Notes and other Parity Lien Debt and any other Parity Lien Obligations that are then due and payable in such order as among may be provided in the applicable Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Notes and other Parity Lien Debt and all other Parity Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the applicable Parity Lien Documents, even if such partiesinterest is not enforceable, allowable or allowed as follows: subject to a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (i) 105% of the aggregate undrawn amount and (ii) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the Security Agreementapplicable Parity Lien Document) of all outstanding letters of credit constituting Parity Lien Debt); and THIRD, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, surplus remaining after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any payment in full in cash of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may preceding clauses will be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) paid to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes Company or tranches of loans added pursuant to Sections 2.6 and 2.8the applicable Grantor, as applicablethe case may be, or its successors or assigns, or as a court of competent jurisdiction may direct. At any time when the Intercreditor Agreement is in effect, the foregoing order of application shall be in all respects subject to the provisions of the Intercreditor Agreement.

Application of Proceeds. The Lenders Unless and until the Administrative Agent agreeDischarge of Senior Priority Obligations has occurred and regardless of whether an Insolvency or Liquidation Proceeding has been commenced, the Shared Collateral or Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Shared Collateral upon the exercise of remedies shall be applied by the Designated Senior Priority Representative to the Senior Priority Obligations (and, solely to the extent the Discharge of Second Priority Obligations has occurred, to the Excess Senior Priority Obligations) in such order as among such partiesspecified in the relevant Senior Priority Debt Documents and, as follows: if applicable, the First Lien Intercreditor Agreement (which application shall, subject to Section 6.04, be accompanied by a permanent reduction in Senior Priority Obligations). Upon the terms Discharge of Senior Priority Obligations, each applicable Senior Priority Representative shall, so long as the Security AgreementDischarge of Second Priority Obligations has not occurred, deliver promptly to the Designated Second Priority Representative any Junior Shared Collateral or Proceeds thereof held by it in the same form as received, with any necessary endorsements and any such endorsement to be without recourse, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Second Priority Representative to the Second Priority Obligations (and, solely to the extent no Excess Senior Priority Obligations remain outstanding, to the Excess Second Priority Obligations) in such order as specified in the relevant Second Priority Debt Documents and, if applicable, the Second Lien Intercreditor Agreement; provided that upon the Discharge of Second Priority Obligations, if any Other Excess Senior Priority Obligations remain outstanding, (x) the Designated Second Priority Representative shall deliver to the Designated Senior Priority Representative any Shared Collateral (including, for the avoidance of doubt, possession and control of any Pledged or Controlled Collateral) or Proceeds thereof held by it in the same form as received, with any necessary endorsements and any such endorsement to be without recourse, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Senior Priority Representative to the Excess Senior Priority Obligations in such order as specified in the relevant Senior Priority Debt Documents and, if applicable, the First Lien Intercreditor Agreement or any Intercreditor Agreement Supplementand (y) if, after giving effect to the occurrence foregoing clause (x), no Excess Senior Priority Obligations remain outstanding, the Designated Senior Priority Representative shall deliver to the Designated Second Priority Representative any Shared Collateral (including, for the avoidance of doubt, possession and during control of any Pledged or Controlled Collateral) or proceeds thereof held by it in the continuance same form as received, with any necessary endorsements and any such endorsement to be without recourse, or as a court of an Event of Defaultcompetent jurisdiction may otherwise direct, all amounts collected or received to be applied by the Administrative Agent or Designated Second Priority Representative to any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except Excess Second Priority Obligations in such order as otherwise expressly provided herein, be applied as follows: first, 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 and the 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 specified in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplusrelevant Second Priority Debt Documents and, if anyapplicable, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicableSecond Lien Intercreditor Agreement.

Application of Proceeds. The Lenders and In the Administrative Agent agree, as among such parties, as follows: subject event of the realization of Proceeds of any collection or disposition of Collateral pursuant to the terms exercise of remedies under the Security AgreementCollateral Documents, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during Collateral Agent shall distribute such Proceeds to the continuance specified Persons in the following order of an Event of Default, all amounts collected or received by the Administrative Agent or any 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 followspriority: firstFIRST, to pay all reasonable out-of-pocket costs the payment of advances made and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and liabilities incurred by the Collateral Agent in order to protect the Liens granted by the Collateral Documents or the Collateral, with interest thereon at the rate that would then be applicable to the Senior Secured Notes, and the payment of all reasonable costs and expenses incurred by the Collateral Agent, the Trustee or a Term Loan Agent in connection with enforcing the rights preservation, collection, foreclosure or enforcement of the Agents and Liens granted by the Lenders under Collateral Documents or any interest, right, power or remedy of the Loan Documents (Collateral Agent or in connection with the collection or enforcement of any of the Finance Obligations in any Insolvency Proceeding, including all expenses reasonable fees and disbursements of sale attorneys, accountants, consultants, appraisers and other professionals engaged by the Collateral Agent, the Trustee or other realization a Term Loan Agent and reasonable compensation of the Collateral Agent, the Trustee or a Term Loan Agent for services rendered in connection therewith; SECOND, to the payment of accrued and unpaid interest on the Senior Secured Notes, on any applicable Term Loans and on any applicable Swap Obligations, on a pro-rata basis (to the extent the remaining Proceeds are not sufficient to make the distribution referred to in this clause in full); THIRD, to the payment of any due and unpaid premium, if any, in respect of the Collateral prepayment or payment of the Senior Secured Notes and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral)Term Loans, second, to pay all reasonable outon a pro-of-pocket costs and expenses rata basis (including reasonable attorneys’ fees to the extent provided herein) the remaining Proceeds are not sufficient to make the distribution referred to in this clause in full); FOURTH, to the payment of the due and owing hereunder of each unpaid principal of the Lenders Senior Secured Notes and any Term Loans and the then unpaid amount of the Swap Obligations, on a pro-rata basis (to the extent the remaining Proceeds are not sufficient to make the distribution referred to in connection with enforcing such Lender’s rights under the Loan Documents, thirdthis clause in full); FIFTH, to pay interest on Loans then outstanding; fourth, to pay principal any remaining unpaid amounts of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management the Note/Term Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective (other than amounts described in this clause “fourth” payable to themSIXTH below) and of the Swap Obligations, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro on a pro-rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended basis (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary the remaining Proceeds are not sufficient to reflect differing amounts payable, and priorities of paymentsmake the distribution referred to in this clause in full); SIXTH, to Lenders participating the payment of the fees of legal counsel for each Term Lender, if applicable, on a pari passu basis in accordance with the terms of a Term Loan Agreement and any new classes Term Loan Documents; and SEVENTH, to other Persons as their interests may appear or tranches as instructed by a court of loans added competent jurisdiction. No party hereto shall be entitled to a distribution on any lower priority pursuant to Sections 2.6 clauses FIRST through SEVENTH above unless and 2.8, as applicableuntil all higher priorities have been paid in full.

Application of Proceeds. The Lenders (a) With respect to Common Collateral, the Collateral Agent will apply the proceeds of any collection, sale, foreclosure or other realization upon such Common Collateral, including proceeds of any title insurance policy required under any Secured Debt Document, in the following order of application: FIRST, to the payment of all reasonable and documented fees, costs and expenses incurred by the Collateral Agent and the Administrative Agent agreeIndenture Trustee in connection with such sale, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor collection or realization or otherwise in connection with this Agreement or any Intercreditor Agreement Supplementof the Secured Obligations, after and to any other Collateral Agent Obligations, including all court costs and the occurrence reasonable fees and during expenses of its co-trustees, agents and legal counsel, and any other reasonable and documented costs or expenses incurred in connection with the continuance exercise of an Event any right or remedy hereunder; SECOND, to each Secured Representative for each Series of Default, Secured Debt for application to the payment of all amounts collected or received by the Administrative Agent or outstanding Secured Debt and any Lender on account of amounts other Secured Obligations that are then due and outstanding under any of the Loan Documents shall, except payable in such order as otherwise expressly may be provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties Debt Documents in proportion an amount sufficient to pay in full and discharge all outstanding Secured Obligations that are then due and payable, ratably in accordance with (i) the aggregate outstanding principal amount of Secured Obligations held by holders of such Series of Secured Debt (excluding obligations under Hedge Agreement Documents) and (ii) with respect to the respective amounts described in this clause “fourth” payable Hedge Agreement Obligations held by holders of such Series of Secured Debt, the Hedge Agreement Due Amount for such Series of Secured Debt; and THIRD, any surplus then remaining shall be paid to them, and fifth, the Grantors or their successors or assigns or to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same or as a court of competent jurisdiction may direct. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullprovided that, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary that the holders of any Series of Secured Debt receive and are able to reflect differing amounts payableapply 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 priorities applied proceeds and (ii) the amount of paymentsSecured 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 Lenders participating 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 new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableSecured Obligations).

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents or under any Hedging Arrangement or Cash Management Arrangement described in clause sixth below 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 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), secondfourth, 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, thirdfifth, to pay interest on Loans and then outstanding; fourth, to pay 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 Secured Hedge Agreements Hedging Arrangements and Cash Management Obligations Arrangements permitted hereunder and secured by the Security Guarantee and Collateral Agreement as Term and seventh(notwithstanding the foregoing, amounts received from any Loan Facility ObligationsParty shall not be applied to any Excluded Swap Obligation of such Loan Party), ratably among the applicable Secured Parties in proportion seventh, to the respective amounts described in this clause “fourth” payable to them, pay other Obligations then due and fifthowing and eighth, 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 “third” or “fourthfifth” 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 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 applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such timeCommitment Percentages. This Section 10.12 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 Sections 2.6 Subsections 2.6, 2.7 and 2.8, as applicable.

Application of Proceeds. The Lenders (a) If, following the acceleration of the principal amount of the Shared Collateral Obligations under any Secured Indebtedness Agreement and pursuant to the Administrative Agent agreeexercise of any remedy set forth in any Shared Collateral Documents, as among any Shared Collateral is sold or otherwise realized upon by the Corporate Trustee, the proceeds received by the Corporate Trustee in respect of such partiesShared Collateral and all moneys held by the Corporate Trustee in the Shared Collateral Account shall, to the extent available for distribution, be distributed by the Corporate Trustee (or, in the case of moneys allocated to the Holders of Existing Notes, applied by the Corporate Trustee to the Holders Collateral Account pursuant to Section 5.04) on each Distribution Date as follows: subject FIRST, to the terms payment (in such priority as the Corporate Trustee shall elect, but without duplication) of all reasonable legal fees and expenses and other reasonable costs or expenses or other liabilities of any kind incurred by the Security AgreementCollateral Trustees as secured parties under any Shared Collateral Document or otherwise in connection with any Shared Collateral Document or this Agreement (including, without limitation, any Junior Lien Intercreditor Agreementreasonable costs or expenses or liabilities incurred in connection with the sale of any assets covered by any Shared Collateral Document, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after in the occurrence and during the continuance operation or maintenance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shallassets covered by any Shared Collateral Document), including the reimbursement to any Representative of any amounts theretofore advanced by such Representative for the payment of such fees, costs and expenses, except only for any such fees, expenses, costs or liabilities incurred by any Collateral Trustee as otherwise a result of its gross negligence or willful misconduct in performing or failing to perform any of its duties to the parties hereto expressly provided set forth herein; PROVIDED, be applied as follows: firstHOWEVER, that nothing herein is intended to relieve the Company of its duties to pay all reasonable out-of-pocket costs such costs, fees, expenses 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced liabilities otherwise payable to the Collateral Agent Trustees from funds outside of the Shared Collateral Account, as required by this Agreement and the Credit Agreement. SECOND, to the Collateral Trustees (without duplication) in an amount equal to the Collateral Trustees' Fees which are unpaid as of the Distribution Date and to any Representative which has theretofore advanced or paid any such Collateral Trustees' Fees in an amount equal to the amount thereof so advanced or paid by such Representative prior to such Distribution Date; PROVIDED, HOWEVER, that nothing herein is intended to relieve the Company of its duties to pay such fees and claims from funds outside of the Shared Collateral Account, as required by this Agreement and the Credit Agreement. THIRD, pursuant to paragraph (b) below, ratably to the Representatives on behalf of the Secured Holders. FOURTH, any surplus remaining after the indefeasible cash payment in full of the Shared Collateral Obligations shall, pursuant to the provisions of Section 8.02, be paid to the Company, its successors or assigns, or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” same, or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 as a court of competent jurisdiction 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 2.6 and 2.8, as applicabledirect.

Application of Proceeds. The Lenders (a) If, pursuant to the exercise by the Defaulted Agreement Party of any rights and remedies set forth in any Shared Collateral Document, any Collateral is sold or otherwise realized upon by the Collateral Trustees, the proceeds received by the Collateral Trustees in respect of such Collateral shall be deposited in the Collateral Account, and all moneys held by the Corporate Trustee in the Collateral Account, including the Excess Revolving Letter of Credit Collateral and the Administrative Agent agreeExcess Drax LOC Collateral, as among such partiesshall, to the extent available for distribution, be distributed by the Corporate Trustee on each date upon which a distribution is made (each, a "Distribution Date") as follows: subject FIRST, to the terms payment (in such priority as the Corporate Trustee shall elect, but without duplication) of all reasonable legal fees and expenses and other reasonable costs or expenses or other liabilities of any kind incurred by the Security AgreementCollateral Trustees as secured parties under any Shared Collateral Document or otherwise in connection with any Shared Collateral Document or this Agreement (including, without limitation, any Junior Lien Intercreditor Agreementreasonable costs or expenses or liabilities incurred in connection with the sale of any assets covered by any Shared Collateral Document, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after in the occurrence and during the continuance operation or maintenance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents shallassets covered by any Shared Collateral Document), including the reimbursement to any Representative of any amounts theretofore advanced by such Representative for the payment of such fees, costs and expenses, except only for any such fees, expenses, costs or liabilities incurred by any Collateral Trustee as otherwise a result of its gross negligence or willful misconduct in performing or failing to perform any of its duties to the parties hereto expressly provided set forth herein; provided, be applied as follows: firsthowever, that nothing herein is intended to relieve the Grantors of their duties to pay all reasonable out-of-pocket costs such costs, fees, expenses and expenses (including reasonable attorneys’ fees liabilities otherwise payable 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect Trustees from funds outside of the Collateral and any sums advanced Account, as required by this Agreement; SECOND, to the Collateral Agent Trustees (without duplication) in an amount equal to the Collateral Trustees' Fees which are unpaid as of the Distribution Date and to any Representative which has theretofore advanced or paid any such Collateral Trustees' Fees in an amount equal to the amount thereof so advanced or paid by such Representative prior to such Distribution Date; provided, however, that nothing herein is intended to relieve the Grantors of their duties to pay such fees and claims from funds outside of the Collateral Account, as required by this Agreement; THIRD, in accordance with paragraph (b) below, with respect to any proceeds, ratably to the Representatives on behalf of the respective Secured Holders for application to the Secured Obligations of such Secured Holders, or, to be held by such Representative (or by the Corporate Trustee on behalf of such Representative pursuant to Section 5.02 or otherwise) pending such application, until all such Secured Obligations have been paid in full; and FOURTH, any surplus remaining after the payment in full in cash of the Secured Obligations shall, pursuant to the provisions of Section 8.02, be paid to the applicable Grantor, its successors or assigns, or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” same, or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 as a court of competent jurisdiction 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 2.6 and 2.8, as applicabledirect.

Application of Proceeds. (a) The Lenders 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 Collateral and the Administrative Agent agreeproceeds thereof, Sale Proceeds, and the proceeds of any title insurance or other insurance policy required under any Pari Passu Document or otherwise covering the Collateral in the following order of application: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable legal fees, costs and expenses 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, but not limited to, indemnification obligations that are then due and payable) (collectively, the “Collateral Trustee Obligations”); SECOND, to the repayment of obligations, other than the Pari Passu 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 Pari Passu Liens but only if such obligation is discharged (in whole or in part) in connection with such sale; THIRD, equally and ratably to each First-Out Authorized Representative for application to the equal and ratable payment of all outstanding First-Out Obligations that are then due and payable in such order as among may be provided in the First-Out Documents in an amount sufficient to cause the Discharge of First-Out Obligations; FOURTH, after the Discharge of First-Out Obligations, to the respective Authorized Representatives, on a pro rata basis for each Series of Specified Pari Passu Debt, for application to the payment of all such partiesoutstanding Specified Pari Passu Debt and any such other outstanding Specified Pari Passu Obligations that are then due and payable and so secured (for application in such order as may be provided in the Specified Pari Passu Documents applicable to the respective Specified Pari Passu Obligations) in an amount sufficient to pay in full in cash all outstanding Specified Pari Passu Debt and all other Specified Pari Passu Obligations that are then due and payable (including 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 Specified Pari Passu Documents, even if such interest is not enforceable, allowable or allowed as follows: subject to 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 Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance applicable Specified Pari Passu Document) of an Event all outstanding letters of Default, all amounts collected or received by the Administrative Agent or any 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 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surpluscredit, if any, constituting Specified Pari Passu Debt); FIFTH, to whomever each Excess First-Out Authorized Representative for application to the equal and ratable payment of any Excess First-Out Obligations that are then due and payable in such order as may be lawfully entitled provided in the Excess First-Out Documents in an amount sufficient to receive such surplus. To cause the extent Discharge of Excess First-Out Obligations; and SIXTH, any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein surplus remaining after the payment in full, such moneys shall be allocated pro rata among the applicable Secured Parties full in proportion to the respective cash of amounts described in the preceding clauses will be paid to the Issuer or the applicable clause at Grantor, as the case may be, its successors or assigns, or to such time. This Section 10.12 other Persons as may be amended (entitled to such amounts under applicable law or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, if any Series of Pari Passu Debt has released its Lien on any Collateral as described in Section 4.4 below, then such Series of Pari Passu Debt and any related Pari Passu Obligations of that series thereafter shall not be entitled to share in the Lenders hereby irrevocably authorize the Administrative Agent to enter into proceeds of 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 2.6 and 2.8, as applicableCollateral so released by that series.

Application of Proceeds. The Lenders All amounts available in the Collateral Account (other than amounts available in the Loan Proceeds Account) as of each Payment Determination Date shall be distributed by the Collateral Agent on the first following Payment Date in accordance with a Payment Calculation Report delivered to, and approved by, the Administrative Agent agreeControlling Party in accordance with the Administration Agreement prior to such Payment Date, as among such partiesin the following order of priority, as follows: subject to the terms clause (c) of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 followsthis Section: first, to pay all reasonable out-of-pocket costs any Costs and expenses Expenses then due and payable, any Fees then due and payable and any indemnity amounts and any other amounts then owing under any of the Transaction Documents to any Person (including reasonable attorneys’ fees except as otherwise provided for in this Section 5 and in accordance with Proper Instructions), in each case, to the extent such Costs and Expenses, Fees and indemnity and other amounts, as applicable, have been incurred no later than two Business Days prior to the Payment Determination Date immediately preceding such Payment Date and have been invoiced no later than such Payment Determination Date, which payments shall be distributed to the Persons to whom such amounts are owing; provided herein) due and owing hereunder of that to the Administrative Agent and extent that amounts on deposit in the Collateral Agent Account (other than amounts on deposit in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including Proceeds Account) are insufficient to pay all expenses of sale or other realization of or in respect of the Collateral and amounts that are owing pursuant to this clause first on any sums advanced Payment Date, amounts will be distributed ratably to the Collateral Agent or Persons to preserve its security interest in the Collateral), whom such amounts are owed pursuant to this clause first; second, to pay all reasonable out-of-pocket costs fund the Expense Reimbursement Account until the balance thereof is equal to $15,000,000, or such other amount as may be specified by the Controlling Party and expenses (including reasonable attorneys’ fees the Subordinated Lender pursuant to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, a Proper Instruction; third, to pay interest on the outstanding principal amount of the Senior Loans then outstandinguntil such outstanding principal amount shall have been paid in full; fourth, on or prior to pay principal the last day of Loans then outstanding and obligations under Secured Hedge Agreements and the Senior Loan Availability Period, to fund the Cash Management Obligations permitted hereunder and secured Collateral Account until the balance thereof is equal to the amount of the Available Senior Loan Commitment, or such lesser amount as may be specified by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion Controlling Party pursuant to the respective amounts described in this clause “fourth” payable to them, and a Proper Instruction; fifth, to pay the surplus, if anyoutstanding principal amount of the Subordinated Loans until such outstanding principal amount shall have been paid in full; sixth, to whomever may be lawfully entitled pay the accrued but unpaid interest (including Post- Petition Amounts, to receive the fullest extent permitted by applicable law, but excluding Contingent Interest) outstanding on the Senior Loans, until such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient accrued but unpaid interest shall have been paid in full; seventh, to pay all obligations described therein the accrued but unpaid interest (including Post- Petition Amounts, to the fullest extent permitted by applicable law, but excluding Contingent Interest) outstanding on the Subordinated Loans, until such accrued but unpaid interest shall have been paid in full; eighth, such moneys shall be allocated pro rata among the applicable to pay any other Secured Parties in proportion Obligations (other than Contingent Interest) then outstanding; ninth, to pay (x) 90% of all remaining amounts to the respective Subordinated Lender as Contingent Interest, and (y) 10% of all remaining amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, Senior Lender as applicableContingent Interest.

Application of Proceeds. The Lenders and (a) With respect to Collateral, the Administrative Agent agreeCollateral Trustee will apply the proceeds of any collection, as among such partiessale, as follows: subject foreclosure or other realization upon any Collateral, including proceeds of any title insurance policy required under any Priority Lien Document, received in connection with any foreclosure, collection or other enforcement of Liens granted to the terms of Collateral Trustee in the Security AgreementDocuments, any Junior Lien Intercreditor Agreementin the following order of application: FIRST, any Other Intercreditor to the payment of all amounts payable under this Agreement or any Intercreditor Agreement Supplementthe Closing Date Indenture, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts documented fees, costs and expenses incurred by the Collateral Trustee (including all reasonable and documented costs, fees and expenses of its agents and legal counsel); SECOND, to the repayment of Indebtedness and other obligations (other than Priority Lien Obligations and Junior Lien Obligations) secured by a Permitted Lien on the Collateral sold or realized upon, to the extent that such other Indebtedness or obligation is (or is required) to be discharged in connection with such sale or other realization; THIRD, to each Priority Lien Representative for each Series of Priority Lien Debt for application to the payment of all outstanding Priority Lien Debt and any other Priority Lien Obligations that are then due and outstanding under any of payable in such order as may be provided in the Loan applicable Priority Lien Documents shall, except as otherwise expressly provided herein, be applied as follows: first, in an amount sufficient to pay in full and discharge all reasonable out-of-pocket costs outstanding Priority Lien Obligations that are then due and expenses (including reasonable attorneys’ fees payable, ratably in accordance with the aggregate outstanding principal amount of Priority Lien Obligations held by holders of such Series of Priority Lien Debt; provided that, if any holder of any Series of Priority Lien Debt secured by separate collateral receives, or is able to apply, any proceeds from such separate collateral, the amount of Priority Lien Obligations with respect to such Series of Priority Lien Debt included in the foregoing shall be reduced by the amount of such proceeds from such separate collateral; and FOURTH, any surplus then remaining shall be paid 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 and the Lenders under the Loan Documents (including all expenses of sale Grantors or other realization of their successors or in respect of the Collateral and any sums advanced to the Collateral Agent assigns or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same or as a court of competent jurisdiction may direct. To 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 extent Collateral Trustee’s Liens upon the Collateral (including distributions of Collateral in satisfaction of any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicablePriority Lien Obligations).

Application of Proceeds. The (a) Upon being instructed to do so in an Enforcement Notice or in written instructions given by the Required Lenders and at any time while an Enforcement Notice is in effect, the Administrative Collateral Agent agreeshall apply (i) the proceeds of any sale of, as among such partiesor other realization upon, as follows: subject to the terms all or any part of the Security AgreementCollateral, (ii) any Junior Lien Intercreditor Agreement, cash held in the Cash Proceeds Accounts and (iii) any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after cash withdrawn by it from the occurrence and during Concentration Accounts in the continuance following order of an Event of Default, all amounts collected or received by the Administrative Agent or any 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 followspriorities: first, to pay all reasonable out-of-pocket costs and the expenses (of such sale or other realization, including reasonable attorneys’ fees compensation to agents of and counsel for the extent provided herein) due Collateral Agent, and owing hereunder of the Administrative Agent all expenses, liabilities and advances incurred or made by the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral Documents, and any sums advanced other amounts then due and payable to the Collateral Agent or pursuant to preserve its security interest in Section 13 hereof and to the Collateral), other Agents pursuant to Section 11.03 of the Credit Agreement; second, 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 unpaid principal of the Lenders Secured Obligations ratably (or provide for the payment thereof pursuant to subsection (b) of this Section), until payment in connection with enforcing such Lender’s rights under full of the Loan Documents, principal of all Secured Obligations shall have been made (or so provided for); third, to pay all interest (including Post-Petition Interest) on Loans then outstandingthe Secured Obligations and all letter of credit fees and commitment fees payable under the Credit Agreement ratably, until payment in full of all such interest and fees shall have been made; fourth, to pay principal all other Secured Obligations ratably (or provide for the payment thereof pursuant to subsection (b) of Loans then outstanding this Section), until payment in full of all such other Secured Obligations shall have been made (or so provided for); and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifthfinally, to pay to the surplusrelevant Lien Grantor or its successors or assigns, if anyor as a court of competent jurisdiction may direct, to whomever may any surplus then remaining from the proceeds of the Collateral owned by it; provided that Collateral owned by a Subsidiary Guarantor and any proceeds thereof shall be lawfully entitled to receive such surplus. To the extent any amounts available for distribution applied pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullthe foregoing clauses first, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (second, third and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) fourth only to the extent necessary that the Secured Obligations referred to reflect differing amounts payabletherein are guaranteed by such Subsidiary Guarantor, and priorities subject to the limitation in Section 9 of paymentsthe Subsidiary Guaranty Agreement. The Collateral Agent may make such distributions hereunder in cash or in kind or, to Lenders participating on a ratable basis, in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablecombination thereof.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 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 and the 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 1002368556v5 #88946885v8 preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicable.

Application of Proceeds. The Lenders and So long as the Administrative Agent agreeDischarge of Super Senior Secured Obligations has not occurred, as among such partiesany Collateral or Proceeds thereof (other than, as follows: in each case, in respect of the Vector Subordinated Note Collateral which shall be subject to Section 4.04) received by the Super Senior Representative in connection with any Enforcement Action or in connection with any Insolvency or Liquidation Proceeding shall be applied by the Super Senior Representative to the Super Senior Secured Obligations in accordance with the terms of the Security AgreementSuper Senior Loan Documents. Upon the Discharge of Super Senior Secured Obligations, (a) if the Discharge of First Lien Secured Obligation has not occurred, subject to Section 2.05, the Super Senior Representative shall deliver (without any representation, warranty or recourse) to the First Lien Representative any remaining Collateral and any Proceeds thereof then held by it in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the First Lien Representative to the First Lien Secured Obligations and (b) so long as the Discharge of First Lien Secured Obligations has not occurred, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement Collateral or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or Proceeds thereof received by the Administrative Agent First Lien Representative pursuant to clause (a) of this sentence or any 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 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 any Enforcement Action or in connection with any Insolvency or Liquidation Proceeding shall be applied by the rights First Lien Representative to the First Lien Secured Obligations in accordance with the terms of the Agents and First Lien Loan Documents. Upon the Lenders under Discharge of First Lien Secured Obligations, (i) if the Loan Documents Discharge of Excess Super Senior Obligations has not occurred, subject to Section 2.05, the First Lien Representative shall deliver (including all expenses of sale without any representation, warranty or other realization of or in respect of recourse) to the Super Senior Representative any remaining Collateral and any sums advanced Proceeds thereof then held by it in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Super Senior Representative to the Excess Super Senior Obligations and (ii) so long as the Discharge of Excess Super Senior Obligations has not occurred, any Collateral Agent or Proceeds thereof received by the Super Senior Representative pursuant to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses clause (including reasonable attorneys’ fees to the extent provided hereini) due and owing hereunder of each of the Lenders this sentence or in connection with enforcing such Lender’s rights under any Enforcement Action or in connection with any Insolvency or Liquidation Proceeding shall be applied by the Super Senior Representative to the Excess Super Senior Obligations in accordance with the terms of the Super Senior Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicable.

Application of Proceeds. The Lenders and Except as expressly provided elsewhere in the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement SupplementLoan Documents, after the occurrence exercise of remedies provided for under this Agreement or the other Loan Documents (or after the Loans have automatically become immediately due and during payable) any amounts received on account of the continuance of an Event of Default, Obligations (including all amounts collected or proceeds received by the Administrative Agent or in respect of any Lender on account of amounts then due and outstanding under sale, any of the Loan Documents shallcollection from, except as otherwise expressly provided herein, be applied as follows: first, 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization of upon all or in respect any part of the Collateral and any sums advanced amounts in any of the HOV Accounts) shall be applied in full or in part by the Administrative Agent against the Obligations in the following order of priority: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Collateral Administrative Agent) payable to the Administrative Agent or to preserve in its security interest in the Collateral), second, to pay capacity as such (including 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 any sale, collection or other realization upon Collateral or any expenditures in connection with enforcing such Lender’s rights under the Loan Documents, thirdpreservation of Collateral); Second, to pay interest on Loans then outstanding; fourthpayment of that portion of the Obligations constituting fees (excluding any Exit Fee and Prepayment Premium), indemnities, expenses and other amounts (other than principal and interest) (including fees, charges and disbursements of counsel to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsLenders) payable to the Lenders, ratably among the applicable Secured Parties them in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth; Third, to pay payment of that portion of the surplusObligations constituting accrued and unpaid interest on the Loans and other Obligations, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata ratably among the applicable Secured Parties Lenders in proportion to the respective amounts described in this clause payable to them; Fourth, to payment of that portion of the applicable clause at such time. This Section 10.12 may be amended (Obligations constituting Exit Fee and Prepayment Premium on the Loans, ratably among the Lenders hereby irrevocably authorize in proportion to the respective amounts described in this clause payable to them; 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 held by them; Sixth, to payment of all other Obligations, ratably among the Administrative Agent and Lenders in proportion to enter into the respective amounts described in this clause held by them and Last, the balance, if any, after all of the Obligations (including amounts owed to any Defaulting Lender) have been indefeasibly paid in full, to the Borrowers or as otherwise required by Requirement of Law. Notwithstanding the foregoing, if a proceeding under any Debtor Relief Law shall be commenced by or against any Borrower and in the event the treatment of Obligations held by Affiliated Lenders (or Assignees of any such amendmentAffiliated Lender) is disproportionately adverse treatment (i.e. results “less than ratable treatment” or “proportionately lesser payment”) for such Persons than the treatment of, or payment on, Obligations held by Lenders that are not Affiliated Lenders (or Assignees of any such Affiliated Lender), then, in such event, the Affiliated Lenders (or Assignees of any such Affiliated Lender), then, in such event, the Affiliated Lenders (or Assignees of any such Affiliated Lender) shall be permitted to the extent necessary (and agree to) receive less than ratable payment in respect of similar Obligations owed to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablethem.

Application of Proceeds. The Lenders and the Administrative Agent agree, (i) So long as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement no Default or 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 or any Lender on account of amounts then due Default shall have occurred and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to themcontinuing, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendmentii) to the extent necessary that aggregate Net Insurance/Condemnation Proceeds from the Closing Date through the applicable date of determination do not exceed twenty-five percent (25%) of the Appraised Value for such Eligible Facility, Borrower shall have the option, directly or through one or more of its Subsidiary Guarantors to reflect differing utilize such Net Insurance/Condemnation Proceeds within one hundred eighty (180) days of receipt thereof for the repair, restoration or replacement of the applicable Eligible Facility giving rise to such Net Insurance/Condemnation Proceeds; provided, however, pending any such investment all such Net Insurance/Condemnation Proceeds, as the case may be, shall be applied to prepay Revolving Credit Loans to the extent outstanding (without a reduction in Revolving Credit Commitments) pursuant to Section 2.5(d) but such amounts payableprepaid shall thereafter be made available to Borrower or the applicable Subsidiary Guarantor for reborrowing for repair, restoration or replacement of such Eligible Facility upon such reasonable and customary terms and conditions as Agent shall require (and otherwise consistent with Agent’s procedures and practices for administration and disbursement of construction loans, including, without limitation, customary retainages, plan and budget review, assurances as to compliance with all applicable laws, assurances as to lack of non-permitted Liens, and priorities such other matters as Agent shall reasonably require). In the event that the criteria set forth above in subsection 6.17(b)(i) and (ii) are not satisfied, such funds shall be applied to prepay Revolving Credit Loans in an amount up to the Assigned Credit Advance Value of payments, such Eligible Facility to Lenders participating the extent outstanding (without a reduction in any new classes or tranches of loans added Revolving Credit Commitments) pursuant to Sections 2.6 Section 2.5(d) and 2.8shall not be available for reborrowing for repair, as applicablerestoration or replacement of such Eligible Facility unless otherwise approved by Agent and the Required Lenders.

Application of Proceeds. The Lenders and Administrative Agent, after deduction of any amounts owing by the Borrower to the Administrative Agent agreeunder Section 9.6, as among such parties, as follows: subject shall remit to each Lender (to the terms extent a Lender is to share therein) such Lender’s pro rata share of all payments of principal, interest and fees payable hereunder in accordance with such Lender’s Percentage of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Facility under which such payments are received. Notwithstanding anything to the contrary in this Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Defaultother Loan Document, all amounts collected or payments received by the Administrative Agent or any Lender on account prior to the occurrence of amounts then due an Event of Default in respect of Rate Hedging Obligations shall be remitted directly to the appropriate counterparty with respect to such Rate Hedging Obligations and outstanding no other Lender shall be entitled to any portion thereof. Each Lender’s interest under any of the Loan Documents shallshall be payable solely from payments, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs collections and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of proceeds actually received by the Administrative Agent under the Loan Documents; and the Collateral Administrative Agent’s only liability to a Lender with respect to any such payments, collections and proceeds shall be to account for such Lender’s share of such payments, collections and proceeds in accordance with this Agreement. If the Administrative Agent is required for any reason to refund any such payments, collections or proceeds, each Lender will refund to the Administrative Agent, upon demand, its Percentage of such payments, collections or proceeds, together with its Percentage of interest or penalties, if any, payable by the Administrative Agent in connection with enforcing such refund. If any Lender becomes a Defaulting Lender, the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced Administrative Agent may remit payments received by it to the Collateral Agent or to preserve its security interest in other Lenders until such payments have reduced the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees aggregate amounts owed by the Borrower to the extent provided herein) due and that the aggregate amount of the Advances owing to such Defaulting Lender hereunder are equal to its Percentage of each the aggregate amounts of the Advances owing under the applicable Facility to all of the Lenders in connection with enforcing such Lender’s rights under hereunder. The foregoing provision is intended only to set forth certain rules for the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 application of payments, proceeds and collections in the event that a Lender has breached its obligations hereunder and shall not be deemed to Lenders participating in excuse any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableLender from such obligations.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject (a) Subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 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 Trustee will apply the rights proceeds of the Agents and the Lenders under the Loan Documents (including all expenses of sale any collection, sale, foreclosure or other realization of upon, or in any Enforcement Action with respect of the to, any Collateral and the proceeds thereof (including the proceeds of any sums advanced title insurance or other insurance policy required under any Parity Lien Document or otherwise covering the Collateral, and any condemnation proceeds with respect to the Collateral Agent or to preserve its security interest in the Collateral), secondin the following order of application: FIRST, to pay the payment of all reasonable out-of-pocket amounts payable hereunder on account of the Collateral Trustee’s and the Trustee’s fees and expenses and any legal fees, costs and expenses or other liabilities of any kind actually incurred by the Collateral Trustee and/or the Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Parity Lien Document, including but not limited to amounts necessary to provide for the expenses of the Collateral Trustee in maintaining and disposing of the Collateral (including reasonable attorneys’ fees including, but not limited to, indemnification obligations and reimbursements); SECOND, to the repayment of Indebtedness and other obligations in respect thereof (other than Parity Lien Obligations) secured by a Permitted Prior Lien on the Collateral sold or realized upon to the extent provided hereinthat such other Indebtedness or obligation is to be discharged (in whole or in part) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documentssale; THIRD, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described Parity Lien Representatives equally and ratably for application to the payment of all outstanding Parity Lien Debt and any other Parity Lien Obligations that are then due and payable, in this clause “fourth” such order as is provided in the applicable Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Parity Lien Debt and all other Parity Lien Obligations that are then due and payable (including, to themthe extent legally permitted, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the applicable Parity Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, but excluding contingent indemnity and reimbursement obligations for which no claim has been made), and fifth, including the discharge or cash collateralization (at the lower of (1) 102% 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 other outstanding letters of credit and bankers’ acceptances of the backstop thereof pursuant to pay arrangements reasonably satisfactory to the surplusrelevant issuing bank, if any, constituting Parity Lien Debt; and FOURTH, any surplus remaining after Discharge of Parity Lien Obligations, to whomever the Company or the applicable Guarantor, as the case may be, its successors or assigns, as the case may be, or to such other Persons as may be lawfully entitled to receive such surplusamounts under applicable Legal Requirement or as a court of competent jurisdiction may direct. To In addition, notwithstanding the extent foregoing, if any amounts available for distribution Series of Parity Lien Debt has released its Lien on any Collateral pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein the terms of this Agreement, then unless such Lien is reinstated in fullaccordance with the terms of any applicable Parity Lien Document, such moneys Series of Parity Lien Debt and any related Parity Lien Obligations of that Series of Parity Lien Debt thereafter shall not be allocated pro rata among the applicable Secured Parties in proportion entitled to the respective amounts described share in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into proceeds of any such amendment) to the extent necessary to reflect differing amounts payable, and priorities Collateral so released by that Series of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableParity Lien Debt.

Application of Proceeds. (a) So long as the Discharge of ABL Debt has not occurred, the ABL Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such ABL Collateral upon the exercise of remedies, shall be applied in the following order of priority: (i) first, to the First Priority Debt (including for cash collateral as required under the ABL Documents), and in such order as specified in the relevant ABL Documents until the Discharge of Priority Debt has occurred; (ii) second, to the Noteholder Debt in such order as specified in the relevant Noteholder Documents until the Discharge of Priority Noteholder Debt has occurred; and (iii) third, to the Excess ABL Debt until the Discharge of ABL Debt has occurred. (b) Upon the Discharge of Priority Debt, to the extent permitted under applicable law, the ABL Agent shall deliver to the Collateral Agent, without representation or recourse, any proceeds of ABL Collateral held by it at such time in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to be applied by the Collateral Agent to the Noteholder Debt in such order as specified in the relevant Noteholder Documents. (c) The Lenders foregoing provisions of this Section 4.1 are intended solely to govern the respective Lien priorities as between the Collateral Agent and the Administrative Noteholder Secured Parties, on the one hand, and the ABL Agent agreeand the other ABL Secured Parties, as among such partieson the other hand, as follows: subject to and shall not impose on the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative ABL Agent or any Lender other ABL Secured Party or 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 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 and the Lenders under the Loan Documents (including all expenses of sale or any other realization of or Noteholder Secured Party any obligations in respect of the disposition of proceeds of foreclosure on any ABL Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, 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 in connection which would conflict with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described prior perfected claims therein in full, such moneys shall be allocated pro rata among the favor of any other person or any order or decree of any court or other governmental authority or any applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such timelaw. This Section 10.12 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 2.6 and 2.8, as applicable.4.2

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject (a) Notwithstanding anything to the terms contrary contained herein, the Collateral Agent will apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral in the Security Agreementfollowing order of application: FIRST, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after to the occurrence and during the continuance payment of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender payable under this Agreement on account of amounts then due the Collateral Agent's fees and any reasonable legal fees, costs and expenses or other liabilities of any kind incurred by the Collateral Agent, the Trustees or any co-trustee or agent in connection with any Security Document; SECOND, to the repayment of Indebtedness (other than Secured Debt) and other obligations (including any Priming Lien Obligations) secured by a Permitted Prior Lien on the Collateral sold or realized upon; THIRD, to the respective First Priority Debt Representatives for application to the payment of all outstanding under First Priority Lien Debt and any other First Priority Lien Obligations, or to be held by the respective First Priority Debt Representatives pending such application, in such order as is set forth in the First Priority Lien Documents (or, if not so provided, as directed in writing by all of the Loan First Priority Debt Representatives) in an amount sufficient to pay in full in cash all outstanding First Priority Lien Debt and all other First Priority Lien Obligations (including all interest accrued thereon after the commencement of any Insolvency Proceeding at the rate, including any applicable post-default rate, specified in the First Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at 102.5% of the aggregate undrawn amount) of all outstanding letters of credit constituting First Priority Lien Debt); FOURTH, to the respective Second Priority Debt Representatives for application to the payment of all outstanding Second Priority Lien Debt and any other Second Priority Lien Obligations, or to be held by the respective Second Priority Debt Representatives pending such application, in such order as is set forth in the Second Priority Lien Documents shall(or, except if not so provided, as otherwise expressly provided hereindirected in writing by all of the Second Priority Debt Representatives) in an amount sufficient to pay in full in cash all outstanding Second Priority Lien Debt and all other Second Priority Lien Obligations (including all interest accrued thereon after the commencement of any Insolvency Proceeding at the rate, including any applicable post-default rate, specified in the Second Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at 102.5% of the aggregate undrawn amount) of all outstanding letters of credit constituting Second Priority Lien Debt); FIFTH, to the respective Third Priority Debt Representatives for application to the payment of all outstanding Third Priority Lien Debt and any other Third Priority Lien Obligations, or to be applied held by the respective Third Priority Debt Representatives pending such application, in such order as follows: firstis set forth in the Third Priority Lien Documents (or, if not so provided, as directed in writing by all of the Third Priority Debt Representatives) in an amount sufficient to pay in full in cash all outstanding Third Priority Lien Debt and all other Third Priority Lien Obligations (including all interest accrued thereon after the commencement of any bankruptcy, Insolvency Proceeding at the rate, including any applicable post-default rate, specified in the Third Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at 102.5% of the aggregate undrawn amount) of all outstanding letters of credit constituting Third Priority Lien Debt); SIXTH, to the Other Junior Debt Representatives for application to such Other Junior Lien Obligations Equally and Ratably, until all such Other Junior Lien Obligations have been paid in full in cash or the cash amount held by such Other Junior Debt Representatives in respect of such Other Junior Lien Obligations is sufficient to pay all reasonable out-of-pocket costs such Other Junior Lien Obligations; and expenses (including reasonable attorneys’ fees SEVENTH, any surplus remaining after the payment in full in cash of all of the Secured Obligations entitled to the extent provided herein) due and owing hereunder benefit of the Administrative Agent and the such Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced will be paid to the Collateral Agent Company or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the other applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8Obligor, as applicablethe case may be, or its successors or assigns, or as a court of competent jurisdiction may direct.

Application of Proceeds. The Lenders (a) So long as the Collateral Trust and Intercreditor Agreement is in effect, following a Triggering Event (as defined therein), the Administrative Agent agreeproceeds of any sale or other realization upon any Collateral will be applied as set forth in the Collateral Trust and Intercreditor Agreement and, if then in effect, the Senior Lien Intercreditor Agreement. (b) At all times when the Collateral Trust and Intercreditor Agreement is not in effect, the proceeds of any sale or other realization upon any Collateral following an Event of Default will be applied as soon as practicable after receipt (i) if the Senior Lien Intercreditor Agreement 15 is then in effect, as among such partiesprovided in Section 2.01 of the Senior Lien Intercreditor Agreement and (ii) if the Senior Lien Intercreditor Agreement is not then in effect, as follows: FIRST: to the Senior Collateral Agent in an amount equal to the fees and expenses of, and reimbursements and indemnifications owed to, the Senior Collateral Agent pursuant to this Agreement and the Senior Credit Agreement that are unpaid as of the applicable date of receipt of such proceeds, and to any Senior Secured Party which has theretofore advanced or paid any such fees and expenses of, and reimbursements and indemnifications owed to, the Senior Collateral Agent in an amount equal to the amount thereof so advanced or paid by such Senior Secured Party pro rata based on the amount of such fees, expenses, reimbursements and indemnifications (or such advances or payment); SECOND: to the Senior Collateral Agent to reimburse any amounts owing to the Senior Collateral Agent pursuant to Section 8.03; THIRD: subject to the terms Sections 1.01(b) and 2.01(d) and (e) of the Security Agreement, any Junior Senior Lien Intercreditor AgreementAgreement (if, any Other at the relevant time, the Senior Lien Intercreditor Agreement or any Intercreditor Agreement Supplementis in effect), after to the occurrence and during Senior Collateral Agent, for distribution to the continuance Senior Secured Parties to be applied to the payment of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts Senior Obligations then due and outstanding under any owing, pro rata based on the amount of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) Senior Obligations then due and owing hereunder of (after giving effect to any payments previously made under this Section), until the Administrative Agent Senior Obligation Payment Date; and FOURTH: to Rite Aid and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale Grantors or other realization of their successors or in respect of the Collateral and any sums advanced to the Collateral Agent assigns, as their interests may appear, or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever whosoever may be lawfully entitled to receive such surplusthe same or as a court of competent jurisdiction may direct. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicableSECTION 7.04.

Application of Proceeds. The Lenders Application of Proceeds of Shared Collateral. So long as the Discharge of Senior Obligations has not occurred, each applicable Second Priority Representative, on behalf of itself and each other Second Priority Debt Party under its Second Priority Debt Facility, hereby agrees that all Shared Collateral, and all Proceeds thereof received in connection with the Administrative Agent agreeexercise of remedies or in connection with the sale or other disposition of, as among or collection on, such partiesShared Collateral upon any Insolvency or Liquidation Proceeding, as followsshall be applied by the Designated Senior Representative in the following order: subject first, to the payment of costs and expenses of the Senior Representatives and/or their respective affiliates (including reasonable attorney’s fees and expenses and court costs of each Senior Representative) in connection with such collection, sale or disposition of Shared Collateral to the extent permitted by the respective Senior Debt Documents; second, to the payment of the Senior Obligations in accordance with the Senior Debt Documents until the Discharge of Senior Obligations; third, to the payment of the Second Priority Debt Obligations in accordance with the terms of the Security AgreementSecond Priority Debt Documents; and fourth, the balance, if any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 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 Company and the Collateral Agent in connection with enforcing the rights of the Agents and the 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 Grantors, or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same, or as a court of competent jurisdiction may direct. To Upon the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullDischarge of Senior Obligations, such moneys each applicable Senior Representative shall be allocated pro rata among the applicable Secured Parties in proportion deliver promptly to the respective amounts described Designated Second Priority Representative any Shared Collateral or Proceeds thereof held by it in the applicable clause at same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Designated Second Priority Representative to the Second Priority Debt Obligations in such timeorder as specified in the relevant Second Priority Debt Documents. This For the avoidance of doubt, (a) the First Priority Exclusive Collateral shall not be subject to this Section 10.12 may be amended (4.01, and until the Lenders hereby irrevocably authorize Discharge or Refinancing of the Administrative Agent First Lien Inventory Financing Obligations, no Second Priority Representative nor any other Second Priority Debt Party shall have the right to enter into receive any such amendment) First Priority Exclusive Collateral and, to the extent necessary that any Second Priority Representative or any other Second Priority Debt Party receives any such First Priority Exclusive Collateral, such First Priority Exclusive Collateral shall be subject to reflect differing amounts payableSection 4.02 hereof and (b) the Second Priority Exclusive Collateral shall not be subject to this Section 4.01, and priorities until the Discharge or Refinancing of paymentsthe Second Priority Debt Obligations, no Senior Representative nor any other Senior Debt Party shall have the right to receive any Second Priority Exclusive Collateral and, to Lenders participating in the extent that any new classes Senior Representative or tranches of loans added pursuant any other Senior Debt Party receives any such Second Priority Exclusive Collateral, such Second Priority Exclusive Collateral shall be subject to Sections 2.6 and 2.8, as applicableSection 4.02 hereof.

Application of Proceeds. The Lenders Except as otherwise herein expressly provided, the proceeds of any collection, sale or other realization of all or any part of the Collateral of any Obligor pursuant hereto or any other Security Document, and any other cash of any Obligor at the Administrative time held by the Collateral Agent agreeunder this Agreement or any other Security Document, as among such partiesshall be applied by the Collateral Agent during the period during which an Event of Default or a Trigger Event shall have occurred and be continuing and pursuant to an exercise of remedies under this Section 8, as follows: subject Guarantee and Security Agreement First, to the terms payment of the Security Agreementcosts and expenses of such collection, any Junior Lien Intercreditor Agreementsale or other realization, any Other Intercreditor Agreement or 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 or any 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 all including reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Collateral Agent and the reasonable fees and expenses of its agents and counsel, and all expenses incurred and advances made by the Collateral Agent in connection with enforcing therewith; Second, to the rights payment of the Agents any fees and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced amounts then owing by such Obligor to the Collateral Agent or to preserve in its security interest in the Collateral), secondcapacity as such; Third, to pay all the payment of any reasonable out-of-pocket fees, costs and expenses (including reasonable attorneys’ fees then owing by such Obligor to any administrative agent, trustee or similar representative of the Secured Parties, under the applicable Debt Documents, in each case ratably; Fourth, to the extent provided herein) payment of the Secured Obligations of such Obligor then due and owing hereunder payable, in each case to each Secured Party ratably in accordance with the amount of each Secured Obligations then due and payable to such Secured Party (it being understood that, for the purposes hereof (i) the outstanding principal amount of the Lenders in connection with enforcing such Lender’s rights loans and other obligations under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding Credit Agreement and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys Designated Indebtedness Documents shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at deemed then due and payable whether or not any Acceleration of such time. This Section 10.12 may be amended loans and other obligations has occurred, (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendmentii) to the extent necessary any cover in respect of a letter of credit shall be due and payable under a Debt Document that such cover shall be deemed to reflect differing amounts payable, be a Secured Obligation that is due and priorities payable for purposes hereof and (iii) the outstanding amount of payments, to Lenders participating in Hedging Agreement Obligations under Hedging Agreements shall be deemed then due and payable whether or not any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicable.termination thereof has occurred); and

Application of Proceeds. The Lenders and Regardless of any Insolvency or Liquidation Proceeding which has been commenced by or against any Loan Party, any Collateral or any proceeds thereof received, in connection with any Enforcement Action shall be applied in the following order (it being agreed that the Administrative Agent agree, shall apply such amounts in the following order as among such parties, promptly as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, is reasonably practicable after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any 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: receipt thereof; first, to pay all reasonable out-of-pocket costs payment of that portion of the First Lien Obligations constituting fees, indemnities, expenses and expenses other amounts (including reasonable attorneys’ fees fees, charges and disbursements of counsel to the extent provided herein) due and owing hereunder of the Administrative Agent and amounts payable under Article III of the Collateral Credit Agreement) payable to the Administrative Agent in connection with enforcing the rights of the Agents and the 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), capacity as such; second, to pay all reasonable out-of-pocket costs payment of that portion of the First Lien Obligations constituting fees, indemnities and expenses other amounts (other than principal and interest) payable to the Lenders (including reasonable attorneys’ fees fees, charges and disbursements of counsel to the extent provided hereinrespective Lenders (including fees and time charges for attorneys who may be employees of any Lender) due and owing hereunder of each amounts payable under Article III of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsCredit Agreement), ratably among the applicable Secured Parties them in proportion to the respective amounts described in this clause “fourth” Second payable to them, and fifth; third, to pay payment of that portion of the surplusFirst Lien Obligations constituting accrued interest on the Committed Loans and other First Lien Obligations, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata ratably among the applicable Secured Parties Lenders in proportion to the respective amounts described in this clause Third payable to them; fourth, to payment of that portion of the applicable clause at such time. This Section 10.12 may be amended First Lien Obligations constituting unpaid principal of the Committed Loans, amounts payable under Swap Contracts (including, without limitation, the Energy Hedge Agreement), amounts payable under Treasury Management Services Agreements, ratably among the Lenders, Lender Counterparties and the Lenders hereby irrevocably authorize Eligible Swap Counterparties (including, without limitation, the Energy Hedge Provider), in proportion to the respective amounts described in this clause Fourth held by them; and last, the balance, if any, after all of the First Lien Obligations have been paid in full, to the Borrower or as otherwise required by Law. provided, however, that (x) the foregoing order of application above shall not be altered as a result of any Liens under any of the Collateral Documents, including the Mortgages, failing to secure all of the First Lien Obligations, and the Secured Parties agree that proceeds from all sources shall be applied to ensure that the foregoing order of application is maintained and (y) if, at any time, the Energy Hedge Provider is entitled to terminate the Energy Hedge Agreement pursuant to this Agreement, the amounts and proceeds subject to this Section 5.01 shall not be applied by the Administrative Agent until the Energy Hedge Provider has had a reasonable opportunity (but, in each case, no later than ten (10) Business Days from the date when the Energy Hedge Provider is entitled to enter into any such amendmentterminate the Energy Hedge Agreement) to terminate the extent necessary Energy Hedge Agreement and to reflect differing determine the amount of the Termination Payment resulting therefrom (provided, further, that the Administrative Agent shall be entitled to a copy of detailed supporting documentation for such determination). Any amounts payable, and received by the other Secured Parties in violation of sub-clause (y) in the immediately preceding sentence shall be subject to pari passu sharing with the Energy Hedge Provider pursuant to the foregoing priorities of paymentsdistribution set forth in this Section 5.01. Notwithstanding any other provision of any Secured Obligations Document to the contrary, no payment received from any Loan Party that is not from a Qualified ECP shall be applied by the Administrative Agent or any other Secured Party to Lenders participating the payment of Excluded Swap Obligations, but appropriate adjustments shall be made with respect to payments from other Loan Parties to ensure that (A) such Excluded Swap Obligations shall continue to be paid from total proceeds ratably and timely with the Lender Obligations and (B) the overall application of all proceeds under this Section 5.01 shall result in any new classes or tranches the preservation of loans added pursuant the ratable allocation to Sections 2.6 the Lender Obligations and 2.8, as applicablethe Energy Hedge Provider Obligations (including the Excluded Swap Obligations) otherwise set forth in this Section 5.01.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except Except as otherwise herein expressly provided hereinprovided, be applied as follows: firstincluding Section 3.03 hereof, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder proceeds of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (including all expenses of any collection, sale or other realization of all or any part of the Shared Collateral pursuant to any of the Sharing Security Documents, and any other cash at the time held by the Collateral Trustee under this Agreement or any of the Sharing Security Documents, shall be applied by the Collateral Trustee as soon as practicable after receipt (or as and when required by the relevant Sharing Security Document) as follows: FIRST, to the Collateral Trustee in an amount equal to the Collateral Trustee's Fees which are unpaid as of the applicable Distribution Date PLUS the amount of Collateral Trustee's Fees advanced or paid by any Person (other than the Company) which has theretofore advanced or paid any such Collateral Trustee's Fees and any amount referred to in Section 3.05 paid by any Person (with interest thereon at the applicable Default Rate) which amount the Collateral Trustee shall pay to such Person (and to the extent such amount refers to amounts advanced pursuant to Section 3.05, a like amount of such advance shall be discharged); SECOND, after and giving effect to the payment in full of the Sharing Obligations referred to in clause FIRST above, to the Sharing Secured Parties equally and ratably, each in proportion to their respective Sharing Percentages of the Relevant Sharing Obligations then held by them, until all the Sharing Obligations have been paid in full (or monies set aside for such payment in full as provided in the next paragraph); and THIRD, after payment in full of all Sharing Obligations (or the set aside of monies for such payment in full as provided in the next paragraph) and the termination of all of SHARING INTERCREDITOR AGREEMENT the commitments and letters of credit under the Credit Agreements, to the applicable Grantor or its successors or assigns, as its interests may appear. In the event that at the time of any application of monies pursuant to clause SECOND above any Senior Note Obligations held by any holder of Senior Notes shall not have been declared (or become) due and payable, then on the date of such application, the Collateral Trustee shall set aside the monies that would otherwise have been paid to such holder in respect of such Senior Note Obligations into a segregated collateral account for the exclusive right and benefit of such holder, and shall notify the respective Indenture Trustee for such Senior Note Obligations of the amount so deposited into such segregated collateral account; PROVIDED that solely with respect to Senior Notes Obligations under the 2009 Notes Indenture and solely with respect to the proceeds of a disposition constituting an Asset Sale (as defined in the 2009 Notes Indenture), if no Triggering Event or Event of Default (as defined in the 2009 Notes Indenture) has occurred and is continuing, the monies otherwise allocable to the 2009 Notes pursuant to the foregoing shall be paid to the Company for use in accordance with the third and fourth paragraphs of Section 4.12(a) of the 2009 Notes Indenture and otherwise subject to the terms and conditions set forth therein. The balance from time to time held in any such segregated collateral account shall be invested in such Permitted Investments as the Collateral Trustee shall from time to time in its discretion determine and any sums advanced shall be available for application to the Collateral Agent Senior Note Obligations held by such holder upon request of such holder (or to preserve an Indenture Trustee on its security interest behalf) until such time as all such Senior Note Obligations have been paid in the Collateral)full, second, to pay all reasonable out-of-pocket costs and expenses PROVIDED that if (including reasonable attorneys’ fees to the extent provided hereina) any such Senior Note Obligations shall have been declared (or become) due and owing hereunder payable and (b) no such request shall have been received by the Collateral Trustee for application to such Senior Note Obligations within the Applicable Period after such Senior Note Obligations have been declared (or become) due and payable, then the portion of such monies that would otherwise have been applied to such Senior Note Obligations shall be applied by the Collateral Trustee in the manner specified in clause SECOND or, if applicable, clause THIRD above. For purposes hereof, "APPLICABLE PERIOD" means (a) two years with respect to the 6.25% Euro Notes due 2005 issued by Solutia Europe S.A./N.V., (b) three years with respect to the 6.50% notes due 2002, 7.375% debentures due 2027 and 6.72% debentures due 2037, in each case issued by the Company and (c) with respect to Senior Note Obligations under any New Notes Indenture, such period as is prescribed in such New Notes Indenture for the discharge from trust of unclaimed monies deposited with the applicable trustee or paying agent. The Company shall deliver to the applicable Indenture Trustee, within 5 days after the applicable Senior Note Obligations have been declared (or become) due and payable, notice that monies referred to in the second paragraph of this Section 4.01 have been set aside into a segregated collateral account for the exclusive right and benefit of the Lenders in connection with enforcing holders of such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Senior Notes Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicable.

Application of Proceeds. The Lenders (a) If any Collateral is sold or otherwise realized upon by the Collateral Trustee in connection with any foreclosure, collection or other enforcement of Liens granted to the Collateral Trustee in the Security Documents, the proceeds received by the Collateral Trustee from such foreclosure, collection or other enforcement will be distributed by the Collateral Trustee in the 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 legal fees, costs and expenses or other liabilities of any kind incurred by the Administrative Agent agreeCollateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security Document; SECOND, to the respective Parity Lien Representatives for application to the payment of all outstanding Parity Lien Debt and any other Parity Lien Obligations that are then due and payable in such order as among may be provided in the Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding Parity Lien Debt and all other Parity Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Parity Lien Documents, even if such partiesinterest is not enforceable, allowable or allowed as follows: subject to 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 Security Agreementapplicable Parity Lien Document) of all outstanding letters of credit constituting Parity Lien Debt); THIRD, any to the respective Junior Lien Intercreditor Agreement, Representatives for application to the payment of all outstanding Junior Lien Debt and any Other Intercreditor Agreement or 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 or any Lender on account of amounts other Junior Lien Obligations that are then due and outstanding under any of payable in such order as may be provided in the Loan Junior Lien Documents shall, except as otherwise expressly provided herein, be applied as follows: first, in an amount sufficient to pay in full in cash all reasonable out-of-pocket costs outstanding Junior Lien Debt and expenses (including reasonable attorneys’ fees to the extent provided herein) all other Junior Lien Obligations that are then due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents payable (including all expenses interest accrued thereon after the commencement of sale any Insolvency or other realization Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Junior Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of or in respect (1) 105% of the Collateral aggregate undrawn amount and any sums advanced to (2) the Collateral Agent or to preserve its security interest in the Collateral), second, 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 percentage of the Lenders in connection with enforcing such Lender’s rights aggregate undrawn amount required for release of Liens under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal terms of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplusJunior Lien Document) of all outstanding letters of credit, if any, to whomever may be lawfully entitled to receive such surplus. To constituting Junior Lien Debt); and FOURTH, any surplus remaining after the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein payment in full, such moneys shall be allocated pro rata among the applicable Secured Parties full in proportion to the respective cash of amounts described in the applicable clause at such time. This Section 10.12 may preceding clauses will be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) paid to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes Company or tranches of loans added pursuant to Sections 2.6 and 2.8the applicable Guarantor, as applicablethe case may be, or its successors or assigns, or as a court of competent jurisdiction may direct. The foregoing order of application is subject to the seniority of any Permitted Priority Liens and any Permitted Priority Debt Obligations, as provided in the Intercreditor Agreement.

Application of Proceeds. The Lenders and Subject to Section 2.17, the Administrative Agent agreeaggregate amount of any prepayment of Term Loans that is required pursuant to this Section 2.05(b) shall be made to each Term Loan Tranche on a pro rata basis (or, as among such parties, as follows: subject if agreed to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received in writing by the Administrative Agent or Majority Lenders of a Term Loan Tranche, in a manner that provides for more favorable prepayment treatment of other Term Loan Tranches, so long as each other such Term Loan Tranche receives its Pro Rata Share of any Lender on account of amounts then due and outstanding under any of the Loan Documents shallamount to be applied more favorably, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided hereinotherwise agreed by the Majority Lenders of each Term Loan Tranche receiving less than such Pro Rata Share) due and owing hereunder (other than a prepayment of (x) 128 Term Loans or Revolving Credit Loans, as applicable, with the Administrative Agent and proceeds of Indebtedness incurred pursuant to Section 2.18, which shall be applied to the Collateral Agent Term Loan Tranche or Revolving Tranche, as applicable, being refinanced pursuant thereto or (y) Term Loans with the proceeds of any Refinancing Notes issued to the extent permitted under Section 7.01(a), which shall be applied to the Term Loan Tranche being refinanced pursuant thereto). Amounts to be applied to a Term Loan Tranche in connection with enforcing prepayments made pursuant to this Section 2.05(b) shall be applied to interest on each such Term Loan Tranche on a pro rata basis that is accrued and payable at such time and thereafter to the rights remaining scheduled installments with respect to such Term Loan Tranche in direct order of maturity. Each prepayment of Term Loans under a particular Tranche of a Facility pursuant to this Section 2.05(b) shall be applied on a pro rata basis to the Agents then outstanding Base Rate Loans and Eurocurrency RateTerm SOFR Loans under such Tranche; provided that, if there are no Declining Lenders with respect to such prepayment, then the Lenders amount thereof shall be applied first to Base Rate Loans under such Tranche to the Loan Documents (including all expenses of sale or other realization of or full extent thereof before application to Eurocurrency RateTerm SOFR Loans, in each case in a manner that minimizes the amount payable by the Borrowers in respect of the Collateral and any sums advanced such prepayment pursuant to the Collateral Agent or to preserve its security interest Section 3.06; provided, that in the Collateralcase of mandatory prepayments pursuant to Section 2.05(b)(i) and (b)(ii), secondat the Borrowers’ sole election, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and Indebtedness that is secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever Collateral on a pari passu basis may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated repaid on a pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicablebasis.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject (a) Subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, the Collateral Trustee will apply the proceeds of any Other Intercreditor Agreement collection, sale, foreclosure or other realization upon, or exercise of any Intercreditor Agreement Supplementright or remedy with respect to, after any Collateral and the occurrence proceeds of any title insurance or other insurance policy required under any Parity Lien Document or otherwise covering the Collateral, and during any condemnation proceeds with respect to the continuance Collateral, in the following order of an Event application: FIRST, to the payment of Default, all amounts collected or received by the Administrative Agent or any Lender payable under this Agreement on account of amounts the Collateral Trustee’s fees and any reasonable legal fees, costs and expenses 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 Parity Lien Security Document (including, but not limited to, indemnification obligations); SECOND, to the respective Parity Lien Representatives equally and ratably for application to the payment of all outstanding Parity Lien Debt and any other Parity Lien Obligations (other than fifty percent (50%) of the Parity Lien Premium Obligations due and payable under the Second Lien Credit Agreement and 50% of the Parity Lien Premium Obligations due and payable under the Exchange Term Loan Agreement and any other series of Parity Lien Debt) that are then due and payable in such order as may be provided in the Parity Lien Documents in an amount sufficient to pay in full in cash all outstanding under any Parity Lien Debt and all other Parity Lien Obligations (other than fifty percent (50%) of the Loan Documents shallParity Lien Premium Obligations) that are then due and payable (including, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder legally permitted, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (rate, 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 applicable post-default rate, specified in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Parity Lien Documents, thirdeven if such interest is not enforceable, to pay interest on Loans then outstandingallowable or allowed as a claim in such proceeding); fourthTHIRD, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” Parity Lien Representatives, equally and ratably for application to the payment of the remaining Parity Lien Premium Obligations that are then due and payable to them, and fifththe holders of Parity Lien Debt in an amount sufficient to pay in full in cash all remaining Parity Lien Premium Obligations; FOURTH, to pay the surplusrepayment of Junior Lien Debt and other Obligations secured by a permitted Junior Lien on the Collateral sold or realized upon or as otherwise required by the Intercreditor Agreement; and FIFTH, if any, to whomever may be lawfully entitled to receive such surplus. To any surplus remaining after the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein payment in full, such moneys shall be allocated pro rata among full in cash of the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may preceding clauses will be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) paid to the extent necessary to reflect differing amounts payableCompany or the applicable Grantor or Guarantor, as the case may be, its successors or assigns, and priorities as directed in writing by the Company, or as a court of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablecompetent jurisdiction may direct.

Application of Proceeds. The Lenders and proceeds of any sale, disposition or other enforcement of the Administrative Agent agreeLender's security interest in all or any part of the Collateral shall be applied by the Lender: First, as among such parties, as follows: subject to the terms payment of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 all reasonable out-of-pocket costs and expenses (of such sale or enforcement, including reasonable attorneys’ fees compensation to the extent provided herein) due Lenders agents and owing hereunder counsel, and all expenses, liabilities and advances made or incurred by or on behalf of the Administrative Agent and the Collateral Agent Lender in connection therewith; Second, with enforcing respect to the rights Warehousing Collateral, to the payment of interest accrued and unpaid on the Warehousing Promissory Note, with respect to the Receivables, to the payment of interest accrued and unpaid on the Working Capital Promissory Note, and with respect to the Servicing Collateral, to the payment of interest accrued and unpaid on the Term Loan Promissory Note and, thereafter, the Working Capital Promissory Note; Third, with respect to the Warehousing Collateral, to the payment of amounts other than principal and interest due under the Warehousing Promissory Note or under this Agreement and related to the Warehousing Commitment or Warehousing Advances, with respect to the Receivables, to the payment of amounts other than principal and interest due under the Working Capital Promissory Note or under this Agreement and related to the Working Capital Commitment or Working Capital Advances, and with respect to the Servicing Collateral, to the payment of any amounts other than principal and interest due under the Term Loan Promissory Note or under this Agreement and related to the Term Loan Commitment or Term Loan Advances and, thereafter, amounts other than principal and interest due under the Working Capital Promissory Note or this Agreement and related to the Working Capital Advances or the Working Capital Commitment; Fourth, with respect to the Warehousing Collateral, to the payment of the Agents outstanding principal balance of the Warehousing Promissory Note, with respect to the Receivables, to the payment of the outstanding principal balance of the Working Capital Promissory Note, and with respect to the Lenders under Servicing Collateral, to the payment of the outstanding principal balance of the Term Loan Documents Promissory Note and, thereafter, the outstanding principal balance of the Working Capital Promissory Note; Fifth, to the remaining Obligations of the Company, first to interest, then to other amounts (including all expenses as described in clause Third above), then to principal; and Finally, to the payment to the Company, or to its successors or assigns, or as a court of sale competent jurisdiction may direct, of any surplus then remaining from such proceeds. If the proceeds of any such sale, disposition or other realization of or in respect of enforcement are insufficient to cover the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to of such sale, as aforesaid, and the extent provided herein) due and owing hereunder payment in full of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility all Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent Company shall remain liable for any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicabledeficiency.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement, Agreement or any Other Intercreditor Agreement or any Intercreditor Agreement SupplementAgreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding 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 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 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 214 advanced to the Collateral Agent or to preserve its security interest in the Collateral), secondfourth, 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, thirdfifth, to pay (on a ratable basis) (A) interest on Loans and then outstanding; fourth, to pay 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 and (B) any outstanding obligations payable under (i) Designated Cash Management Agreements, up to the amount of Designated Cash Management Reserves then in effect with respect thereto and (ii) Designated Hedging Agreements up to the amount of Designated Hedging Reserves then in effect with respect thereto, sixth, to pay obligations under Secured Hedge Agreements and Cash Management Obligations Arrangements with any Cash Management Party (other than pursuant to any Designated Cash Management Agreements, but including any amounts not paid pursuant to clause “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 Management Credit Provider (as defined in the Guarantee and Collateral Agreement) permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to themGuarantee and Collateral Agreement, and fifthseventh, 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 “third” or “fourthfifth” 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 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 applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such timeCommitment Percentages. This Section 10.12 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 Sections 2.6 Subsections 2.6, 2.7 and 2.8, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject (a) Subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, the Collateral Trustee will apply the proceeds of any Other Intercreditor Agreement collection, sale, foreclosure or other realization upon, or exercise of any Intercreditor Agreement Supplementright or remedy with respect to, after any Collateral and the occurrence proceeds of any title insurance or other insurance policy required under any Parity Lien Document or otherwise covering the Collateral, and during any condemnation proceeds with respect to the continuance Collateral, in the following order of an Event application: FIRST, to the payment of Default, all amounts collected or received by the Administrative Agent or any Lender payable under this Agreement on account of amounts the Collateral Trustee’s fees and any costs, expenses, reasonable legal fees 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 Parity Lien Document (including, but not limited to, indemnification obligations); SECOND, to the respective Parity Lien Representatives equally and ratably for application to the payment of all outstanding Parity Lien Debt and any other Parity Lien Obligations that are then due and outstanding under any of payable in such order as may be provided in the Loan Parity Lien Documents shall, except as otherwise expressly provided herein, be applied as follows: first, in an amount sufficient to pay in full in cash all reasonable out-of-pocket costs outstanding Parity Lien Debt and expenses all other Parity Lien Obligations that are then due and payable (including reasonable attorneys’ fees including, to the extent provided hereinlegally permitted, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Parity Lien Documents, even if such interest 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) due and owing hereunder 105% of the Administrative Agent aggregate undrawn amount and (2) the Collateral Agent in connection with enforcing the rights percentage of the Agents and the Lenders aggregate undrawn amount required for release of Liens under the Loan Documents (including all expenses of sale or other realization of or in respect terms of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), second, to pay applicable Parity Lien Document) of all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder outstanding letters of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surpluscredit, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullconstituting Parity Lien Debt; THIRD, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective repayment of Excess Priority Lien Obligations; FOURTH, to the repayment of Junior Lien Debt and any other Obligations secured by a permitted Junior Lien on the Collateral sold or realized upon; and FIFTH, any surplus remaining after the payment in full in cash of the amounts described in the applicable clause at such time. This Section 10.12 may preceding clauses will be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) paid to the extent necessary to reflect differing amounts payableCompany or the applicable Guarantor, as the case may be, and priorities as directed in writing by the Company, its successors or assigns, or as a court of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablecompetent jurisdiction may direct.

Application of Proceeds. (a) The Lenders Collateral Trustee will apply the Proceeds of any collection, sale, foreclosure or other realization upon any Stock Collateral in the following order of application: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s reasonable and documented fees, legal fees, costs and expenses or other liabilities of any kind reasonably incurred by the Administrative Agent agreeCollateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Stock Lien Security Document; SECOND, to the respective First-Priority Stock Lien Representatives for application to the payment of all outstanding First-Priority Stock Secured Debt and any other First-Priority Stock Secured Obligations that are then due and payable in such order as among may be provided in the First-Priority Stock Lien Documents in an amount sufficient to pay in full in cash all outstanding First-Priority Stock Secured Debt and all other First-Priority Stock Secured Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the First-Priority Stock Lien Documents, even if such partiesinterest is not enforceable, allowable or allowed as follows: subject to 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 Security Agreement, any Junior applicable First-Priority Stock Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance Document) of an Event all outstanding letters of Default, all amounts collected or received by the Administrative Agent or any 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 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surpluscredit, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in fullconstituting First-Priority Stock Secured Debt); THIRD, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective Junior Stock Lien Representatives for application to the payment of all outstanding Junior Stock Secured Debt and any other Junior Stock Secured Obligations that are then due and payable in such order as may be provided in the Junior Stock Lien Documents in an amount sufficient to pay in full in cash all outstanding Junior Stock Secured Debt and all other Junior Stock Secured Obligations that are then due and payable (including, to the extent legally permitted, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Junior Stock Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Junior Stock Lien Document) of all outstanding letters of credit, if any, constituting Junior Stock Secured Debt); and FOURTH, any surplus remaining after the payment in full in cash of amounts described in the applicable clause at such time. This Section 10.12 may preceding clauses will be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) paid to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes Company or tranches of loans added pursuant to Sections 2.6 and 2.8the applicable Pledgor, as applicablethe case may be, its successors or assigns, or as a court of competent jurisdiction may direct.

Application of Proceeds. The Lenders and the Administrative Agent agreeAgent, after deduction of any costs of collection, as among such partiesprovided in Section 8.5, as follows: subject shall remit to each Lender (to the terms extent a Lender is to share therein) such Lender’s pro rata share of all payments of principal, interest and fees payable hereunder in accordance with such Lender's Percentage. Notwithstanding anything to the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor contrary in this Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Defaultother Loan Document, all amounts collected or payments received by the Administrative Agent or any Lender on account prior to the occurrence of amounts then due an Event of Default in respect of Banking Services Obligations shall be remitted directly to the appropriate counterparty with respect to such Banking Services Obligations and outstanding no other Lender shall be entitled to any portion thereof. Each Lender’s interest under any of the Loan Documents shallshall be payable solely from payments, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs collections and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of proceeds actually received by the Administrative Agent under the Loan Documents; and the Collateral Administrative Agent’s only liability to a Lender with respect to any such payments, collections and proceeds shall be to account for such Lender’s Percentage of such payments, collections and proceeds in accordance with this Agreement. If the Administrative Agent is required for any reason to refund any such payments, collections or proceeds, each Lender will refund to the Administrative Agent, upon demand, its Percentage of such payments, collections or proceeds, together with its Percentage of interest or penalties, if any, payable by the Administrative Agent in connection with enforcing such refund. If any Lender becomes a Defaulting Lender, the rights of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced Administrative Agent shall remit payments received by it to the Collateral Agent or to preserve its security interest in other Lenders until such payments have reduced the Collateral), second, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees aggregate amounts owed by the Borrower to the extent provided herein) due and that the aggregate amount of the Advances owing to such Defaulting Lender hereunder are equal to its Percentage of each the aggregate amounts of the Advances owing under the Revolving Facility to all of the Lenders in connection with enforcing such Lender’s rights under hereunder. The foregoing provision is intended only to set forth certain rules for the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 application of payments, proceeds and collections in the event that a Lender has breached its obligations hereunder and shall not be deemed to Lenders participating in excuse any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicableLender from such obligations.

Application of Proceeds. The Lenders and the Administrative Agent Agents agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any the Junior Lien Intercreditor Agreement, Agreement or any Other Intercreditor Agreement or 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 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 Security Agents in connection with enforcing the rights of the Agents 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), secondfourth, 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, thirdfifth, to pay (on a ratable basis) (A) interest on Loans and then outstanding; fourth, to pay 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 and (B) any outstanding obligations payable under (i) Designated Cash Management Agreements, up to the maximum amount of the Cash Management Reserves then in effect with respect thereto and (ii) Designated Hedging Agreements up to the maximum amount of the Designated Hedging Reserves then in effect with respect thereto in each case which are secured under the Security Documents or otherwise, sixth, to pay obligations under Secured Hedge Agreements and Cash Management Obligations Arrangements (other than pursuant to any Designated Cash Management Agreements, but including any 161 amounts not paid pursuant to clause “fifth”(B)(i) above) and Permitted Hedging Arrangements (other than pursuant to any Designated Hedging Agreements, but including any amounts not paid pursuant to clause “fifth”(B)(ii) above) permitted hereunder and secured by the Security Guarantee and Collateral Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifthseventh, 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 “third” or “fourthfifth” 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 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 applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such timeCommitment Percentages. This Section 10.12 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 Sections 2.6 Subsections 2.6, 2.7 and 2.8, as applicable.

Application of Proceeds. The Lenders Collateral Trust and Notes Priority Intercreditor Agreement provides that the Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral and the Administrative Agent agreeproceeds of any casualty, as among such partiescondemnation or any title insurance policy required under any Notes Priority Document in the following order: FIRST, as follows: subject to the terms payment of all reasonable and documented fees, costs and expenses incurred by the Security AgreementTrustee and the Collateral Trustee in connection with such sale, any Junior Lien Intercreditor Agreement, any Other collection or realization or otherwise in connection with the Collateral Trust and Notes Priority Intercreditor Agreement or any of the Notes Priority Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee and the Collateral Trustee under the Collateral Trust and Notes Priority Intercreditor Agreement Supplement, after on behalf of any Grantor and any other reasonable and documented costs or expenses incurred in connection with the occurrence and during the continuance exercise of an Event of Default, all amounts collected any right or received remedy thereunder by the Administrative Agent or Trustee and the Collateral Trustee; SECOND, to each the Notes Priority Representative for each Series of Notes Priority Debt for application to the payment of all outstanding Notes Priority Debt and any Lender on account of amounts other Notes Priority Obligations that are then due and outstanding under any of payable in such order as may be provided in the Loan applicable Notes Priority Documents shall, except as otherwise expressly provided herein, be applied as follows: first, in an amount sufficient to pay in full and discharge all reasonable out-of-pocket costs outstanding Notes Priority Obligations that are then due and expenses (including reasonable attorneys’ fees payable; and THIRD, any surplus then remaining will be paid 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 and the Lenders under the Loan Documents (including all expenses of sale Grantors or other realization of their successors or in respect of the Collateral and any sums advanced to the Collateral Agent assigns or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplusthe same or as a court of competent jurisdiction may direct. To For purposes of the extent immediately preceding paragraphs, “proceeds” of Collateral will include any amounts available and all cash, securities and other property realized from collection, foreclosure or enforcement of the Collateral Trustee’s Liens upon the Collateral (including distributions of Collateral in satisfaction of any Notes Priority Obligations). In connection with the application of proceeds set forth in the preceding paragraphs under the caption “—Application of Proceeds,” except as otherwise directed by an Act of Required Notes Priority Debtholders, the Collateral Trustee may sell any non-cash proceeds for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion cash prior to the respective amounts described in application of the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicableproceeds thereof.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts Any moneys collected or received by the Administrative Agent or any 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, Trustee pursuant 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization of or this Article in respect of the Collateral Securities of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of Principal or interest, upon presentation of the several Securities in respect of which moneys have been collected and any sums advanced noting thereon the payment, or issuing Securities of such series and tenor in reduced Principal amounts in exchange for the presented Securities of such series and tenor if only partially paid, or upon surrender thereof if fully paid: FIRST: To the payment of all amounts due the Trustee under Section 7.07 applicable to the Collateral Agent or Securities of such series in respect of which moneys have been collected; SECOND: Subject to preserve its security Article 11, in case the Principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of interest on the Securities of such series in default in the Collateral)order of the maturity of the installments of such interest, second, to pay all reasonable out-of-pocket costs and expenses with interest (including reasonable attorneys’ fees to the extent provided hereinthat such interest has been collected by the Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference; THIRD: Subject to Article 11, in case any Principal of the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and owing hereunder of each payable, to the payment of the Lenders whole amount then owing and unpaid upon all the Securities of such series for Principal and interest, with interest upon the overdue Principal, and (to the extent that such interest has been collected by the Trustee) upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in connection with enforcing the case of Original Issue Discount Securities) specified in the Securities of such Lender’s rights under the Loan Documents, third, series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such Principal and interest on Loans then outstanding; fourthor Yield to Maturity, without preference or priority of Principal over interest or Yield to pay principal Maturity, or of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the interest or Yield to Maturity over Principal, or of any installment of interest over any other installment of interest, or of any Security Agreement as Term Loan Facility Obligationsof such series over any other Security of such series, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable aggregate of such Principal and accrued and unpaid interest or Yield to them, Maturity; and fifth, to pay FOURTH: To the surpluspayment of the remainder, if any, to whomever may be the Company or any other Person lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicablethereto.

Application of Proceeds. The Lenders At such intervals as may be agreed upon by the Borrowers and the Administrative Agent agreeAgent, as among such partiesor, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of if an Event of DefaultDefault shall have occurred and be continuing, at any time at the Agent’s election, the Agent may apply all amounts collected or received by the Administrative Agent or any Lender on account part of Proceeds constituting Collateral, whether or not held in any Collateral Account, and any proceeds of the 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 Agent under the Loan Documents; Second, to the Agent, for application by it towards payment 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 all reasonable out-of-pocket costs owing 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization of or remaining unpaid in respect of the Collateral Obligations (other than Obligations relating to Specified Cash Management Agreements and any sums advanced Specified Swap Agreements), pro rata among the Lenders according to the Collateral Agent or amounts of the Obligations (other than Obligations relating to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs Specified Cash Management Agreements and expenses (including reasonable attorneys’ fees to the extent provided hereinSpecified Swap Agreements) then due and owing hereunder of each and remaining unpaid to the Lenders; Third, to the Agent, for application by it towards prepayment of the Obligations (other than Obligations relating to Specified Cash Management Agreements and Specified Swap Agreements), pro rata among the Lenders in connection with enforcing such Lender’s rights under according to the Loan Documents, thirdamounts of the Obligations (other than Obligations relating to Specified Cash Management Agreements and Specified Swap Agreements) then held by the Lenders; Fourth, to pay interest on Loans the applicable Lenders or affiliates thereof in payment of amounts then outstanding; fourthdue and owing and remaining unpaid in respect of Specified Swap Agreements, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably pro rata among the applicable Secured Parties in proportion Lenders and affiliates thereof according to the respective amounts described then due and owing and remaining unpaid in this clause “fourth” payable to them, and fifthrespect of Specified Swap Agreements; Fifth, to pay the surplusapplicable Lenders or affiliates thereof towards prepayment, if anysettlement and termination of Specified Swap Agreements and outstanding hedge arrangements thereunder, 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 Specified Swap Agreements and the outstanding hedge arrangements thereunder; Sixth, to whomever the applicable Lenders or affiliates thereof in payment of amounts then due and owing and remaining unpaid in respect of Specified Cash Management Agreements, pro rata among the applicable Lenders and affiliates thereof according to the amounts then due and owing and remaining unpaid in respect of Specified Cash Management Agreements; Seventh, to the applicable Lenders or affiliates thereof in prepayment of amounts then outstanding in respect of Specified Cash Management Agreements, pro rata among the applicable Lenders and affiliates thereof according to the amounts then outstanding in respect of Specified Cash Management Agreements; Eighth, any balance remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated shall be paid over to the Borrowers or to whomsoever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicablesame.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement, Agreement or any Other Intercreditor Agreement or any Intercreditor Agreement SupplementAgreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding 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 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 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), secondfourth, 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, thirdfifth, to pay (on a ratable basis) (A) interest on Loans and then outstanding; fourth, to pay 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 and (B) any outstanding obligations payable under (i) Designated Cash Management Agreements, up to the amount of Designated Cash Management Reserves then in effect with respect thereto and (ii) Designated Hedging Agreements up to the amount of Designated Hedging Reserves then in effect with respect thereto, sixth, to pay obligations under Secured Hedge Agreements and Cash Management Obligations Arrangements with any Cash Management Party (other than pursuant to any Designated Cash Management Agreements, but including any amounts not paid pursuant to clause “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 Management Credit Provider (as defined in the Guarantee and Collateral Agreement) permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to themGuarantee and Collateral Agreement, and fifthseventh, 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 “third” or “fourthfifth” 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 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 applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such timeCommitment Percentages. This Section 10.12 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 Sections 2.6 Subsections 2.6, 2.7 and 2.8, as applicable. 220 Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor AgreementAgreements, any Other Intercreditor Agreement or 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 Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Credit 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 follows: 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 Agreements, 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 reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of to the Administrative Agent and the Collateral Agent under the Credit Documents, including in connection with enforcing the rights of the Agents Agents, the Lenders and the Issuing Lenders under the Loan Credit 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 hereunder of to each of the Lenders and each of the Issuing Lenders under the Credit Documents, including in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Credit Documents, ; (3) third, to pay interest (on Loans then outstandinga ratable basis) to the applicable Issuing Lender with respect to a Letter of Credit, any L/C Participant’s Commitment Percentage of any unreimbursed payment made by such Issuing Lender under a Letter of Credit that has not been paid by the Applicant, 138 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 principal of Loans (on a ratable basis) any Reimbursement Amounts then outstanding and obligations under Secured Hedge Agreements not reimbursed pursuant to clause “third” above, and Cash Management to cash collateralize any outstanding L/C Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion on terms reasonably satisfactory to the respective Administrative Agent; (5) fifth, to pay (on a ratable basis) all other outstanding amounts described in this clause “fourth” due and payable to themthe Administrative Agent, the Collateral Agent, the Lenders and fifththe Issuing Lenders; and (6) 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 “thirdfourth” or 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 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 “fourth”. To the extent any amounts available for distribution pursuant to clause “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion Persons entitled to payment of such obligations based on the respective relative amounts described in the applicable clause at of such time. This Section 10.12 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 2.6 and 2.8, as applicableobligations.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence From and during the continuance of an any Event of Default, all amounts collected any monies or Property actually received by the Administrative Agent pursuant to this Agreement or any Lender on account other Loan Document, the exercise of amounts then 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 Obligations, shall be applied in the following order: First, to the payment of all amounts, including costs and expenses incurred in connection with the collection of such proceeds and the payment of any part of the Obligations, due and outstanding to the Administrative Agent under any of the expense reimbursement or indemnity provisions of this Agreement or any other Loan Documents shallDocument, except as otherwise expressly provided hereinany Security Instrument, be applied as follows: firstor other collateral documents, and any applicable law; Second, to pay all reasonable out-of-pocket costs payment of that portion of the Obligations constituting fees, indemnities and expenses other amounts (including reasonable attorneys’ other than principal, interest and Letter of Credit fees under Section 2.08(b)(i)(A)) payable to the extent provided herein) due and owing hereunder of the Administrative Agent Lenders and the Collateral Agent in connection with enforcing the rights of the Agents 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties them in proportion to the respective amounts described in this clause “fourth” Second payable to them, and fifth; Third, to pay payment of that portion of the surplusObligations constituting accrued and unpaid Letter of Credit fees under Section 2.08(b)(i)(A) and interest on the Advances and other Obligations arising under the Loan Documents, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata ratably among the applicable Secured Parties Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the applicable clause at such time. This Section 10.12 may be amended (Obligations constituting unpaid principal under the Loan Documents and any Obligations of the Borrower or its Subsidiaries owing to any Swap Counterparty under any Hedge Contract and Treasury Management Obligations, ratably among the Lenders, the Issuing Lenders, the Swap Counterparties, and the Lenders hereby irrevocably authorize Treasury Management Banks in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Administrative Agent for the account of the Issuing Lenders, to enter into any such amendment) Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent necessary not otherwise Cash Collateralized pursuant to reflect differing amounts payable, and priorities of paymentsthis Agreement; Sixth, to Lenders participating in any new classes the Second Lien Administrative Agent as required under the Intercreditor Agreement; and Seventh, the remainder, if any, to the Borrower, its Subsidiaries, their respective successors or tranches assigns, or such other Person as may be lawfully entitled to receive the same or as a court of loans added pursuant to Sections 2.6 and 2.8, as applicablecompetent jurisdiction may direct.

Application of Proceeds. The Lenders Lenders, the Administrative Agent, the ABL Collateral Agent and the Administrative Agent Issuing Lender agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement SupplementAgreements, after the occurrence and during the continuance of a Liquidity Event or an Event of Default, all amounts collected or received by the Administrative Agent Agent, the ABL 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, 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 extent provided herein) due and owing hereunder of the Administrative Agent and the ABL Collateral Agent in connection with enforcing the rights of the Agents 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), secondthird, 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, thirdfifth, to pay interest on Loans and then outstanding; fourth, to pay principal of Tranche A Loans then outstanding and obligations under Secured Hedge Agreements any Reimbursement Obligations then outstanding, and Cash Management to cash collateralize any outstanding L/C Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion on terms reasonably satisfactory to the respective amounts described in this clause “fourth” payable Administrative Agent, sixth to them, pay interest on and fifththen principal of Tranche A-1 Loans then outstanding 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 “third” or “fourthfifth” 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 (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 applicable Secured Parties in proportion to the Lenders and Issuing Lenders based on their respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicableCommitment Percentages.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements, Bank Products Agreements and Cash Management Obligations Guarantees permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 Sections 2.6 Subsections 2.6, 2.8 and 2.82.9, as applicable.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of After an Event of DefaultDefault has occurred and is continuing, all amounts collected or received by the Administrative Agent or proceeds of any Lender on account of amounts then due and outstanding under any of the Loan Documents shallcollection, except as otherwise expressly provided herein, be applied as follows: first, 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization of all or any part of the Collateral pursuant to any Security Document shall be distributed by the Collateral Agent in respect the following order of priority: First, to the payment of all reasonable costs and expenses relating to the sale of the Collateral and any sums advanced the collection of amounts owing under this Agreement or relating to the Collateral Agent or to preserve its security interest in protection of the Collateral)Liens of the Security Documents, secondand all liabilities covered by the indemnity provisions of the Financing Documents; Second, to pay all reasonable out-of-pocket costs the payment of Senior Secured Obligations constituting principal, premium, interest , Liquidated Damages, if any, and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of to the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties ratably in proportion to the respective amounts described in this clause “fourth” payable to themunpaid principal, and fifthpremium, to pay the surplusinterest, Liquidated Damages, if any, and fees owing to whomever may be lawfully entitled the Secured Parties; Third, to receive the payment of the remaining Senior Secured Obligations outstanding; Fourth, after payment in full of all Senior Secured Obligations, to the holders of other Permitted Indebtedness which is not Subordinated Debt in an amount equal to unpaid amounts due on any such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties Permitted Indebtedness ratably in proportion to the respective unpaid amounts described of such holders; Fifth, after payment in full of all Senior Secured Obligations and other Permitted Indebtedness which is not Subordinated Debt as provided above, to the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent holders of Subordinated Debt in an amount equal to enter into unpaid amounts due on any such amendment) Subordinated Debt ratably in proportion to the extent necessary to reflect differing unpaid amounts payable, of such holders; and priorities of paymentsSixth, to Lenders participating in the Issuer, or its successors or assigns, or as a court of competent jurisdiction may direct, of any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as applicablesurplus then remaining.

Application of Proceeds. The Lenders At such intervals as may be agreed upon by Borrowers and the Administrative Agent agreeLender, as among such partiesor, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of if an Event of DefaultDefault shall have occurred and be continuing, at any time at Lender’s election, Lender may apply all amounts collected or received by the Administrative Agent or any Lender on account part of amounts then due and outstanding under any of Proceeds from the Loan Documents shallsale of, except as otherwise expressly provided herein, be applied as follows: first, 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 and the Lenders under the Loan Documents (including all expenses of sale or other realization upon, all or any part of the Collateral in payment of the Secured Obligations in such order as Lender shall determine in its discretion. Any part of such funds which Lender elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by Lender to the applicable Loan Party or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds remaining after the Secured Obligations shall have been Paid in Full shall be paid over to the applicable Loan Party or to whomsoever may be lawfully entitled to receive the same. In the absence of a specific determination by Lender, the Proceeds from the sale of, or other realization upon, all or any part of the Collateral in payment of the Secured Obligations shall be applied in the following order: FIRST, to the payment of all fees, costs, expenses and indemnities of Lender (in its capacity as such), including Attorney Costs, and any other Secured Obligations owing to Lender in respect of sums advanced by Lender to preserve the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), seconduntil paid in full; SECOND, to pay the payment of all reasonable out-of-pocket costs fees, costs, expenses and expenses indemnities of Lender, (including reasonable attorneys’ fees in its capacity as such) until paid in full; THIRD, to the extent provided herein) due and owing hereunder payment of each all of the Lenders Secured Obligations (other than Hedging Obligations and other Bank Product Obligations) consisting of accrued and unpaid interest owing to Lender, until paid in connection with enforcing such Lender’s rights under the Loan Documents, thirdfull; FOURTH, to pay interest on Loans then outstandingthe payment of all Secured Obligations consisting of principal or Hedging Obligations owing to Lender, until paid in full; fourth3193012v9/28370-0031 FIFTH, to pay principal the payment of Loans then Lender an amount equal to all Secured Obligations in respect of outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement Letters of Credit to be held as Term Loan Facility Obligationscash collateral in respect of such obligations; SIXTH, ratably among the applicable Secured Parties in proportion to the respective amounts described payment of all Bank Products Obligations (other than Hedging Obligations) owing to Lender or its Affiliates, until paid in this clause “fourth” payable to them, and fifthfull; SEVENTH, to pay the surpluspayment of all other Secured Obligations owing to Lender, until paid in full; and EIGHTH, to the payment of any remaining Proceeds, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicableamounts.

Application of Proceeds. The Lenders and (a) If any Collateral is sold or otherwise realized upon by the Administrative Agent agreeCollateral Trustee in connection with any foreclosure, as among collection, sale or other enforcement of Liens granted to the Collateral Trustee pursuant to the Security Documents, the proceeds received by the Collateral Trustee from such partiesforeclosure, as follows: collection, sale or other enforcement will, subject to any mandatory provision of law applicable to such Collateral or Security Document, be distributed by the Collateral Trustee in the following order of application: FIRST, to the payment of all amounts due and payable under this Agreement on account of the Collateral Trustee's fees and expenses and any reasonable legal fees, costs and expenses 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, but not limited, to indemnification payments and reimbursements); SECOND, to the repayment of Indebtedness and other Obligations, other than Secured Debt Obligations, secured by a Permitted Lien on the Collateral sold or realized upon to the extent that such other Indebtedness or Obligation is required to be discharged in connection with such sale; THIRD, equally and ratably, to the respective Priority Lien Representatives for application to the payment of all outstanding Priority Lien Debt and any other Priority Lien Obligations that are then due and payable in such order as may be provided in the applicable Priority Lien Documents in an amount sufficient to pay in full in cash all outstanding Priority Lien Debt and all other Priority Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the applicable Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the Security Agreementapplicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt); FOURTH, any equally and ratably, to the respective Junior Lien Intercreditor Agreement, Representatives for application to the payment of all outstanding Junior Lien Debt and any Other Intercreditor Agreement or 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 or any Lender on account of amounts other Junior Lien Obligations that are then due and outstanding under any of payable in such order as may be provided in the Loan applicable Junior Lien Documents shall, except as otherwise expressly provided herein, be applied as follows: first, in an amount sufficient to pay in full in cash all reasonable out-of-pocket costs outstanding Junior Lien Debt and expenses (including reasonable attorneys’ fees to the extent provided herein) all other Junior Lien Obligations that are then due and owing hereunder of the Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents payable (including all expenses interest accrued thereon after the commencement of sale any Insolvency or other realization Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the applicable Junior Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of or in respect (1) 105% of the Collateral aggregate undrawn amount and any sums advanced to (2) the Collateral Agent or to preserve its security interest in the Collateral), second, 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 percentage of the Lenders in connection with enforcing such Lender’s rights aggregate undrawn amount required for release of Liens under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal terms of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplusJunior Lien Document) of all outstanding letters of credit, if any, to whomever may be lawfully entitled to receive such surplus. To constituting Junior Lien Debt); and FIFTH, any surplus remaining after the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein payment in full, such moneys shall be allocated pro rata among the applicable Secured Parties full in proportion to the respective cash of amounts described in the applicable clause at such time. This Section 10.12 may preceding clauses will be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) paid 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 2.6 and 2.8applicable Grantor, as applicablethe case may be, its successors or assigns, or as a court of competent jurisdiction may direct.

Application of Proceeds. The Lenders and Subject to Section 2.17, the Administrative Agent agreeaggregate amount of any prepayment of Term Loans that is required pursuant to this Section 2.05(b) shall be made to each Term Loan Tranche on a pro rata basis (or, as among such parties, as follows: subject if agreed to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received in writing by the Administrative Agent or Majority Lenders of a Term Loan Tranche, in a manner that provides for more favorable prepayment treatment of other Term Loan Tranches, so long as each other such Term Loan Tranche receives its Pro Rata Share of any Lender on account of amounts then due and outstanding under any of the Loan Documents shallamount to be applied more favorably, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided hereinotherwise agreed by the Majority Lenders of each Term Loan Tranche receiving less than such Pro Rata Share) due and owing hereunder (other than a prepayment of (x) Term Loans or Revolving Credit Loans, as applicable, with the Administrative Agent and proceeds of Indebtedness incurred pursuant to Section 2.18, which shall be applied to the Collateral Agent Term Loan Tranche or Revolving Tranche, as applicable, being refinanced pursuant thereto or (y) Term Loans with the proceeds of any Refinancing Notes issued to the extent permitted under Section 7.01(a), which shall be applied to the Term Loan Tranche being refinanced pursuant thereto). Amounts to be applied to a Term Loan Tranche in connection with enforcing prepayments made pursuant to this Section 2.05(b) shall be applied to interest on each such Term Loan Tranche on a pro rata basis that is accrued and payable at such time and thereafter to the rights remaining scheduled installments with respect to such Term Loan Tranche in direct order of maturity. Each prepayment of Term Loans under a particular Tranche of a Facility pursuant to this Section 2.05(b) shall be applied on a pro rata basis to the Agents then outstanding Base Rate Loans and Eurocurrency Rate Loans or XXXXX Loans under such Tranche; provided that, if there are no Declining Lenders with respect to such prepayment, then the Lenders amount thereof shall be applied first to Base Rate Loans under such Tranche to the Loan Documents (including all expenses of sale full extent thereof before application to Eurocurrency Rate Loans or other realization of or XXXXX Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of the Collateral and any sums advanced such prepayment pursuant to the Collateral Agent or to preserve its security interest Section 3.06; provided, that in the Collateralcase of mandatory prepayments pursuant to Section 2.05(b)(i) and (b)(ii), secondat the Borrower’s sole election, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and Indebtedness that is secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever Collateral on a pari passu basis may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated repaid on a pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicablebasis.

Application of Proceeds. The Lenders Any moneys collected by the Trustee pursuant to this Article in respect of any series shall be applied in the following order at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal or interest, upon presentation of the several Securities, Guarantees and Coupons appertaining to such Securities in respect of which monies have been collected and stamping (or otherwise noting) thereon the Administrative Agent agreepayment, as among or issuing Securities of such partiesseries in reduced principal amounts in exchange for the presented Securities of like series if only partially paid, as followsor upon surrender thereof if fully paid: subject FIRST: To the payment of costs and expenses applicable to such series of Securities and Guarantees in respect of which monies have been collected, including all amounts due to the terms Trustee and each predecessor Trustee pursuant to Section 6.6 in respect to such series of Securities; SECOND: If the Security AgreementSecurities of such series are Subordinated Securities, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after to the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account payment of amounts then due and outstanding under any unpaid to the holders of the Loan Documents shallSenior Indebtedness with respect to such series, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder required pursuant to the Subordination Provisions established with respect to the Securities of such series pursuant to Section 2.3(9). THIRD: In case the principal of the Administrative Agent Securities and the Collateral Agent in connection with enforcing the rights Guarantees of the Agents and the Lenders under the Loan Documents (including all expenses of sale or other realization of or such series in respect of the Collateral which moneys have been collected shall not have become and any sums advanced be then due and payable, to the Collateral Agent or to preserve its security payment of interest on the Securities and Guarantees of such series in default in the Collateral)order of the maturity of the installments on such interest, second, to pay all reasonable out-of-pocket costs and expenses with interest (including reasonable attorneys’ fees to the extent provided hereinthat such interest has been collected by the Trustee and is permitted by applicable law) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference; FOURTH: In case the principal of the Securities and Guarantees of such series in respect of which moneys have been collected shall have become and shall be then due and owing hereunder of each payable, to the payment of the Lenders whole amount then owing and unpaid upon all the Securities and Guarantees of such series for principal and interest, with interest upon the overdue principal, and (to the extent that such interest has been collected by the Trustee and is permitted by applicable law) upon the overdue installations of interest at the same rate as the rate of interest or Yield to Maturity (in connection with enforcing the case of Original Issue Discount Securities) specified in the Securities of such Lender’s rights under the Loan Documents, third, series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities and Guarantees of such series, then to the payment of such principal and interest on Loans then outstanding; fourthor Yield to Maturity, without preference or priority of principal over interest or Yield to pay principal Maturity, or of Loans then outstanding interest or Yield to Maturity over principal, or of any installment of interest over any other installment of interest or of any Security and obligations under Secured Hedge Agreements Guarantee of such series over any other Security and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee of such series, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable aggregate of such principal and accrued and unpaid interest or Yield to them, Maturity; and fifth, to pay FIFTH: To the surpluspayment of the remainder, if any, to whomever may be lawfully entitled the Issuer or to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys party as a court of competent jurisdiction shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicabledirect.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior First/Second Lien Intercreditor Agreement, the ABL/Term Loan Intercreditor Agreement or any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements, Bank Products Agreements and Cash Management Obligations Guarantees permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, fifth, to pay all other Second Lien Loan Document Obligations that are then due and fifthpayable to the Administrative Agent and the other Secured Parties, ratably based upon the respective aggregate amounts of all such Second Lien Loan Document Obligations then owing to the Administrative Agent and the other Secured Parties, and sixth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 subsection 9.14 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 Sections 2.6 and 2.8, as applicable.such

Application of Proceeds. The Lenders (a) Upon the exercise of remedies as set forth in Article VII of the Credit Agreement and subject to the Intercreditor Agreement, the Administrative Agent agreeshall apply the proceeds of any collection or sale of Collateral, as among such partiesincluding any Collateral consisting of cash, as followsin the following order: subject First, to the terms payment of that portion of the Security Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including amounts payable under Sections 2.14, 2.15, 2.16 and 9.3 of the Credit Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by ) payable to the Administrative Agent or in its capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest, but including amounts payable under Sections 2.14, 2.15, 2.16 and 9.3 of the Credit Agreement) payable to the Lenders, ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and Borrowings, any Lender on account of amounts then fees, premiums and scheduled periodic payments due under Secured Swap Agreements, any fees due under Secured Bilateral LC Facilities and outstanding any fees due under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsAgreements, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” Third payable to them; Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Borrowings, unreimbursed LC Disbursements and any unreimbursed amounts in respect of drawings under letters of credit issued (other than Letters of Credit) under any Secured Bilateral LC Facility, or payments made pursuant to any letters of guaranty, surety bonds or similar arrangements under any Secured Bilateral LC Facility, and fifthto cash collateralize (i) that portion of LC Exposure consisting of the aggregate undrawn amount of Letters of Credit and (ii) the aggregate undrawn amount of letters of credit (other than Letters of Credit) issued under any Secured Bilateral LC Facility and any unreimbursed contingent amounts under any letters of guaranty, to pay the surplussurety bonds or similar arrangements under any Secured Bilateral LC Facility, if anyand any breakage, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” termination or “fourth” above are insufficient to pay all obligations described therein in fullother payments under Secured Swap Agreements and Secured Cash Management Agreements, such moneys shall be allocated pro rata ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the applicable clause at such time. This Section 10.12 may be amended (payment of all other Obligations of the Loan Parties that are due and the Lenders hereby irrevocably authorize payable to the Administrative Agent to enter into any and the other Secured Parties on such amendment) date, ratably based upon the respective aggregate amounts of all such Obligations owing to the extent necessary to reflect differing amounts payableAdministrative Agent and the other Secured Parties on such date; and Last, and priorities the balance, if any, after all of payments, to Lenders participating the Obligations have been paid in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8full, as applicabledirected by the Lead Borrower or as otherwise required by law.

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements, Bank Products Agreements and Cash Management Obligations Guarantees permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 Sections 2.6 Subsections 2.8, 2.10 and 2.82.11, as applicable. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or Any amount received by the Administrative Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Lender on account Event of amounts then due and outstanding Default with respect to the Borrower under any Section 11.5 shall be applied: First, to payment of that portion of the Loan Documents shallObligations constituting fees, except as otherwise expressly provided hereinindemnities, be applied as follows: first, to pay all reasonable out-of-pocket costs expenses and expenses other amounts (including reasonable attorneys’ fees fees, disbursements and other charges of counsel payable under Section 13.5 and amounts payable under Article II) payable to the extent provided herein) due and owing hereunder of the Administrative Agent in such Person’s capacity as such; Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Collateral Agent in connection with enforcing the rights Issuing Banks (including fees, disbursements and other charges of the Agents and the Lenders counsel payable under Section 13.5) arising under the Loan Credit 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), second, 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 in connection with enforcing such Lender’s rights amounts payable under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsArticle II, ratably among the applicable Secured Parties them in proportion to the respective amounts described in this clause “fourth” Second payable to them, and fifth; Third, to pay payment of that portion of the surplusObligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and Unpaid Drawings, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata ratably 110 among the applicable Secured Parties Lenders and the Issuing Banks in proportion to the respective amounts described in this clause Third payable to them; Fourth, (i) to payment of that portion of the applicable clause at such time. This Obligations constituting unpaid principal of the Loans, the Unpaid Drawings and Obligations then owing under Hedge Transactions and Cash Management Agreements and (ii) to Cash Collateralize that portion of Letters of Credit outstanding comprising the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 10.12 may be amended (3.8, ratably among the Lenders, the Issuing Banks, the Hedge Banks and the Lenders hereby irrevocably authorize Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them; provided that (x) any such amounts applied pursuant to the foregoing clause (ii) shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Bank to enter into Cash Collateralize such Letters of Credit Outstanding, (y) subject to Section 3.8, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause Fourth shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such amendment) expired Letter of Credit shall be distributed in accordance with this clause Fourth; Fifth, to the extent necessary payment of all other Obligations of the Credit Parties owing under or in respect of the Credit Documents that are due and payable to reflect differing the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts payableof all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and Last, and priorities the balance, if any, after all of paymentsthe Obligations have been paid in full, to Lenders participating in any new classes the Borrower or tranches as otherwise required by Requirements of loans added Law. Subject to Section 3.8, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to Sections 2.6 and 2.8clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, amounts received from the Borrower or any Credit Party that is not an “eligible contract participant” under the Commodity Exchange Act shall not be applied to any 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, the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause second above from amounts received from “eligible contract participants” under the Commodity Exchange Act to ensure, as applicablenearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause second 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 second above).

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security ABL/Term Loan Intercreditor Agreement, any a Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied as follows: first, 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements, Bank Products Agreements and Cash Management Obligations Guarantees permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 Sections 2.6 Subsections 2.8, 2.10 and 2.82.11, as applicable.. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph

Application of Proceeds. The Lenders Lenders, the Administrative Agent and the Administrative Collateral Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, (1) after the occurrence and during the continuance of an Event of DefaultDefault under subsection 8.1(f), all amounts collected or received by the Administrative Agent, the Collateral Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”), and (2) after the exercise of remedies provided for in subsection 8.1 (or after the Loans have automatically become due and payable as set forth in subsection 8.1), the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, including any Collateral consisting of cash (the “Collateral Proceeds”), in each case, shall, except as otherwise expressly provided herein, be applied as follows: first, to pay all reasonable and documented 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 and the 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)) and all amounts for which the Administrative Agent and the Collateral Agent are entitled to indemnification pursuant to the provisions of any Loan Document, second, to pay all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such LenderXxxxxx’s rights under the Loan Documents, third, to pay interest and accrued but unpaid fees and premiums on Loans then outstanding; , fourth, to pay principal of Loans Loan Document Obligations then outstanding and any premium thereon and obligations under Secured Hedge Interest Rate Agreements, Currency Agreements, Commodities Agreements and Cash Management Obligations Bank Products Agreements permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsGuarantee and Collateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, fifth, to pay all other Loan Document Obligations that are then due and fifthpayable to the Administrative Agent and the other Secured Parties, ratably based upon the respective aggregate amounts of all such Loan Document Obligations then owing to the Administrative Agent and the other Secured Parties, and sixth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be amended (paid with amounts received from such Guarantor or its assets and the Lenders hereby irrevocably authorize the Administrative Agent to enter into such Excluded Obligations shall be disregarded in any such amendment) application of Collection Amounts or Collateral Proceeds pursuant 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 2.6 and 2.8, as applicablepreceding paragraph.

Application of Proceeds. The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or 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 or any 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 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 and the 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), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay 10023685561003003016v52 #8894688589588927v75 principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicable.

Application of Proceeds. The Lenders So long as the Discharge of First Lien Secured Obligations has not occurred, any Collateral or Proceeds thereof received by the First Lien Representative or the Super Senior Representative in connection with any Enforcement Action or in connection with any Insolvency or Liquidation Proceeding shall be applied by the First Lien Representative or the Super Senior Representative, as applicable, to the First Lien Secured Obligations and the Administrative Agent agree, as among such parties, as follows: subject to Super Senior Secured Obligations in accordance with the terms of the Security First Lien Loan Documents, the Super Senior Loan Documents and the Super Senior Intercreditor Agreement. Upon the Discharge of First Lien Secured Obligations, (a) if the Discharge of Second Lien Secured Obligations (other than Excess Second Lien Obligations) has not occurred, subject to Section 2.05, the First Lien Representative or the Super Senior Representative, as applicable, shall deliver (without any representation, warranty or recourse) to the Second Lien Representative any remaining Collateral and any Proceeds thereof then held by it in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the Second Lien Representative to the Second Lien Secured Obligations (other than Excess Second Lien Obligations) and (b) so long as the Discharge of Second Lien Secured Obligations (other than Excess Second Lien Obligations) has not occurred, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement Collateral or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or Proceeds thereof received by the Administrative Agent Second Lien Representative pursuant to clause (a) of this sentence or any 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 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 any Enforcement Action or in connection with any Insolvency or Liquidation Proceeding shall be applied by the rights Second Lien Representative to the Second Lien Secured Obligations (other than Excess Second Lien Obligations) in accordance with the terms of the Agents and Second Lien Loan Documents. Upon the Lenders under Discharge of Second Lien Secured Obligations (other than Excess Second Lien Obligations), (i) if the Loan Documents Discharge of Excess First Lien Obligations has not occurred, subject to Section 2.05, the Second Lien Representative shall deliver (including all expenses of sale without any representation, warranty or other realization of or in respect of recourse) to the Controlling First Lien Representative any remaining Collateral and any sums advanced Proceeds thereof then held by it in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the First Lien Representative to the Excess First Lien Obligations and (ii) so long as the Discharge of Excess First Lien Obligations has not occurred, any Collateral Agent or Proceeds thereof received by the First Lien Representative or the Super Senior Representative pursuant to preserve its security interest in the Collateral), second, to pay all reasonable out-of-pocket costs and expenses clause (including reasonable attorneys’ fees to the extent provided hereini) due and owing hereunder of each of the Lenders this sentence or in connection with enforcing such Lender’s rights under any Enforcement Action or in connection with any Insolvency or Liquidation Proceeding shall be applied by the First Lien Representative or the Super Senior Representative, as applicable, to the Excess First Lien Obligations in accordance with the terms of the First Lien Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal the Super Senior Loan Documents and the Super Senior Intercreditor Agreement. Upon the Discharge of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Excess First Lien Obligations, ratably among (A) if the applicable Discharge of Second Lien Secured Parties in proportion Obligations has not occurred, subject to Section 2.05, the respective amounts described in this clause “fourth” payable to themFirst Lien Representative or the Super Senior Representative, and fifthas applicable, to pay the surplusshall deliver (without any representation, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” warranty or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendmentrecourse) to the extent Second Lien Representative any remaining Collateral and any Proceeds thereof then held by it in the same form as received, together with any necessary to reflect differing amounts payableendorsements, and priorities or as a court of paymentscompetent jurisdiction may otherwise direct, to Lenders participating in any new classes be applied by the Second Lien Representative to the Excess Second Lien Obligations and (B) if the Discharge of Second Lien Secured Obligations has also occurred, the First Lien Representative, the Super Senior Representative or tranches of loans added pursuant to Sections 2.6 and 2.8the Second Lien Representative, as applicable, shall deliver (without any representation, warranty or recourse) to the Person entitled thereto any remaining Collateral and any Proceeds thereof then held by it in the same form as received, together with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct.

Application of Proceeds. The Lenders (a) Subject to the provisions of Article IX hereof, if, pursuant to the exercise by the Defaulted Party of any rights and remedies set forth in any First Priority Collateral Document or Second Priority Collateral Document, any Collateral is sold or otherwise realized upon by the Administrative Agent agreeControlling Collateral Trustees, as among (ii) the proceeds received by the Second Priority Collateral Trustees in respect of such partiesCollateral shall be deposited in the Second Priority Collateral Account, and all moneys held by the Second Priority Corporate Trustee in the Second Priority Collateral Account shall, to the extent available for distribution, be distributed by the Second Priority Corporate Trustee on each date upon which a distribution is made (each, a “Distribution Date”) as follows: subject FIRST, to the terms payment (in such priority as the Second Priority Corporate Trustee shall elect, but without duplication) of all reasonable legal fees and expenses and other reasonable costs or expenses or other liabilities of any kind incurred by the Security AgreementSecond Priority Collateral Trustees as secured parties under any Second Priority Collateral Document or otherwise in connection with any Second Priority Collateral Document or this Agreement (including, without limitation, any Junior Lien Intercreditor Agreementreasonable costs or expenses or liabilities incurred in connection with the sale of any assets covered by any Second Priority Collateral Document, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after in the occurrence and during the continuance operation or maintenance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the Loan Documents assets covered by any Second Priority Collateral Document), including the reimbursement to any Second Priority Representative of any amounts theretofore advanced by such Second Priority Representative for the payment of such fees, costs and expenses, except only for any such fees, expenses, costs or liabilities incurred by any Second Priority Collateral Trustee as a result of its gross negligence or willful misconduct in performing or failing to perform any of its duties to the parties hereto expressly set forth herein; provided, however, that nothing herein is intended to relieve the Grantors of their duties to pay such costs, fees, expenses and liabilities otherwise payable to the Second Priority Collateral Trustees from funds outside of the Second Priority Collateral Account, as required by this Agreement; SECOND, to the Second Priority Collateral Trustees (without duplication) in an amount equal to the Second Priority Collateral Trustees’ Fees which are unpaid as of the Distribution Date and to any Second Priority Representative which has theretofore advanced or paid any such Second Priority Collateral Trustees’ Fees in an amount equal to the amount thereof so advanced or paid by such Second Priority Representative prior to such Distribution Date; provided, however, that nothing herein is intended to relieve the Grantors of their duties to pay such fees and claims from funds outside of the Second Priority Collateral Account, as required by this Agreement; THIRD, in accordance with paragraph (b) below, with respect to any proceeds, ratably to the Second Priority Representatives on behalf of the respective Second Priority Secured Holders for application to the Second Priority Secured Obligations of such Second Priority Secured Holders, or, to be held by such Second Priority Representative (or by the Second Priority Corporate Trustee on behalf of such Second Priority Representative pursuant to Section 5.02 or otherwise) pending such application, until all such Second Priority Secured Obligations have been paid in full; and FOURTH, any surplus remaining after the payment in full in cash of the Second Priority Secured Obligations shall, except as otherwise expressly provided hereinpursuant to the provisions of Section 8.02, be applied as follows: first, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees paid 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 and the Lenders under the Loan Documents (including all expenses of sale applicable Grantor, its successors or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent assigns, or to preserve its security interest in the Collateral), second, 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 in connection with enforcing such Lender’s rights under the Loan Documents, third, to pay interest on Loans then outstanding; fourth, to pay principal of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable to them, and fifth, to pay the surplus, if any, to whomever whomsoever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” same, or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 as a court of competent jurisdiction 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 2.6 and 2.8, as applicabledirect.

Application of Proceeds. The Lenders (a) Any and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default, all amounts collected or actually received by the Administrative Agent or any 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 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 enforcement of the Agents and Security Documents, including the Lenders under the Loan Documents (including all expenses proceeds of any collection, sale or other realization of or in respect disposition of the Collateral or any portion thereof (collectively, "Proceeds"), shall be applied promptly by the Collateral Agent, as follows: First, to the payment of the costs and any sums advanced expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith and all amounts for which Collateral Agent is entitled to preserve its security interest in indemnification hereunder, and to the Collateral), second, to pay payment of 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 paid or incurred by Collateral Agent in connection with enforcing such Lender’s rights the exercise of any right or remedy hereunder; Second, to the payment of the Obligations in respect of First Priority Indebtedness (including any deposits into a collateral account for outstanding letters of credit under the Loan DocumentsCredit Agreement, thirdprovided that if such letters of credit expire without being fully drawn, then at that time, such excess amounts shall be applied as provided in this Section 4) for the ratable benefit of the holders thereof; Third, only after indefeasible payment in full of all Obligations in respect of First Priority Indebtedness and the First Priority Indebtedness Documents have terminated and the letters of credit under the Credit Agreement canceled (or been fully cash-collateralized in accordance with clause second above), to pay interest on Loans then outstandingthe payment of Obligations in respect of Second Priority Indebtedness for the ratable benefit of the holders thereof; fourthand Fourth, to pay principal after indefeasible payment in full of Loans then outstanding all Obligations in respect of First Priority Indebtedness and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Security Agreement as Term Loan Facility ObligationsSecond Priority Indebtedness, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause “fourth” payable Pledgor of such Collateral, or its successors or assigns, or to them, and fifth, to pay the surplus, if any, to whomever whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such surplusProceeds. To Until Proceeds are so applied, the extent any amounts available Collateral Agent shall hold such Proceeds in its custody in accordance with its regular procedures for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described in the applicable clause at such time. This Section 10.12 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 2.6 and 2.8, as applicablehandling deposited funds.