Common use of Application of Proceeds Clause in Contracts

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

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

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

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

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

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

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to Administrative Agent and the Collateral Agent and their respective its agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or the Collateral Agent in connection therewith and all amounts for which Administrative the Collateral Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities Reimbursement Obligations and obligations to Cash Collateralize L/C Liabilitiescash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Hedging Agreements and Swap Contracts that constitute or Treasury Services Agreements constituting Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities Reimbursement Obligations and obligations to Cash Collateralize L/C Liabilitiescash collateralize Letters of Credit) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Hedging Agreements and Swap Contracts that constitute Treasury Services Agreements constituting Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person person lawfully entitled thereto (including the applicable Credit Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 11.028.03, the Credit Loan Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

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

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

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

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

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

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

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

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

Application of Proceeds. The From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2 and until all Obligations of the Loan Parties have been paid in full, any and all proceeds received by Collateral the Administrative Agent in respect of from any sale of, collection from or other realization upon all disposition of the Collateral, or any part of the Collateral pursuant to thereof, or the exercise of any other remedy by Collateral Agent of its remedies, or otherwise received after acceleration of the LoansAdministrative Agent, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent applied as follows: (ai) Firstfirst, to reimburse the Administrative Agent and the Lenders for out-of-pocket costs, expenses and disbursements, including reasonable attorneys’ and paralegals’ fees and legal expenses, incurred by the Administrative Agent or the Lenders in connection with realizing on the Collateral or collection of any Obligations of any of the Loan Parties under any of the Loan Documents, including advances made by the Lenders or any one of them or the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; (ii) second, to the payment repayment of all reasonable costs Obligations of fees and expensesexpenses associated with the Loans then due and unpaid of the Loan Parties to the Lenders or their Affiliates incurred under this Agreement or any of the other Loan Documents or agreements evidencing any Lender Provided Interest Rate Hedge or Other Lender Provided Financial Services Obligations, whether of principal, interest, fees, commissions expenses or otherwise and Taxes to cash collateralize the Letter of Credit Obligations, in such sale, collection or other realization including compensation to manner as the Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent may determine in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Documentits discretion; (biii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith;third, (c) Third, without duplication of amounts applied pursuant to clauses (a) with respect to any proceeds received from, and Collateral of, any Revolver Borrower (b) aboveincluding, but not limited to the indefeasible payment in full in cash▇▇▇▇▇▇▇▇▇ Coal Company, pro rataInc.), of interest ▇▇▇▇▇▇▇▇▇ Resources Holdings, LLC, ▇▇▇▇▇▇▇▇▇ Energy, Inc., and other amounts constituting Obligations their Subsidiaries (other than principal, reimbursement obligations in respect Excluded Subsidiaries or any Term Borrowers or such Term Borrower’s Subsidiaries) to the repayment of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under all Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance associated with the respective amounts thereof Revolving Credit Loans then due and owing; (d) Fourthunpaid, first to the indefeasible payment in full in cash, pro rata, of principal amount Revolver Lenders and their Affiliates incurred under this Agreement or any of the Obligations other Loan Documents or agreements evidencing any Lender Provided Interest Rate Hedge or Other Lender Provided Financial Services Obligations, whether of principal, interest or otherwise and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including Term Lenders and their Affiliates for the applicable Credit Party or its successors or assigns) or repayment of all Obligations associated with the Term Loans then due and unpaid, in such manner as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may requestdetermine in its discretion, (b) with respect to any proceeds received from, from and Collateral of, any Term Borrower (other than ▇▇▇▇▇▇▇▇▇ Coal Company, Inc.), Elk Creek GP, LLC, Western Diamond LLC, Western Land Company, LLC and their Subsidiaries (other than Excluded Subsidiaries, any Revolver Borrowers, ▇▇▇▇▇▇▇▇▇ Resources Holdings, LLC, ▇▇▇▇▇▇▇▇▇ Energy, Inc., ▇▇▇▇▇▇▇▇▇ Coal Company, Inc. and their Subsidiaries) to the applicable Cash Management Bank repayment of all Obligations associated with the Term Loans then due and unpaid, first to the Term Lenders and their Affiliates incurred under this Agreement or Swap Providerany of the other Loan Documents or agreements evidencing any Lender Provided Interest Rate Hedge or Other Lender Provided Financial Services Obligations, whether of principal, interest or otherwise and the balance, if any, to the Revolver Lenders and their Affiliates for the repayment of all Obligations associated with the Revolving Credit Loans then due and unpaid, in such manner as the Administrative Agent may determine in its discretion; and (iv) the balance, if any, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated required by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoLaw.

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

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

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

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

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

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

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

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

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

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

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

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

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

Application of Proceeds. The proceeds After the occurrence of an Event of Default and the exercise of remedies provided for in Section 10.2 (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 10.2(a)), any amounts received on account of the Obligations shall, subject to the provisions of Section 2.16, be applied by Collateral the Administrative Agent in the following order: First, ratably, to pay Obligations in respect of any sale offees, collection from indemnities, expense reimbursements, and other amounts (including (x) Attorney Costs of the Administrative Agent or other realization upon all the Collateral Agent and (y) Protective Advances made by the Administrative Agent or its Affiliates or branches and any interest in respect thereof) then due to the Administrative Agent or the Collateral Agent or any part of its Affiliates or branches (other than in respect of Secured Hedge Agreements or Cash Management Obligations); Second, ratably, to pay any Obligations in respect of fees, indemnities, expense reimbursements, and other amounts (excluding principal, interest and Letter of Credit Fees owed to the Revolving Credit Lenders in their respective capacities as such) then due to the Revolving Credit Lenders and any Issuer (other than in respect of Secured Hedge Agreements or Cash Management Obligations); Third, ratably, to pay Obligations in respect of Letter of Credit Fees and interest due and payable in respect of the Collateral Revolving Credit Facility (other than to the extent interest is paid pursuant to clause First above, any Protective Advances); Fourth, ratably, to pay principal of any Swing Loans and, to the exercise by Collateral extent not paid pursuant to clause First above, of any Protective Advances; Fifth, ratably, to pay principal on the Loans (other than the Protective Advances, Swing Loans and FILO Loans) and unreimbursed Letter of Credit Borrowings; Sixth, to pay an amount to the Administrative Agent of its remedies, or otherwise received after acceleration equal to 103% of the Letter of Credit Obligations on such date, to be held in the Concentration Account as Cash Collateral for such Obligations; Seventh, ratably, to pay any Obligations in respect of fees, indemnities, expense reimbursements, and other amounts (excluding principal and interest owed to the FILO Lenders in their respective capacities as such) then due to the FILO Lenders; Eighth, ratably, to pay Obligations in respect of interest due and payable in respect of the FILO Facility; ▇▇▇▇▇, ratably, to pay principal on the FILO Loans; Tenth, shall be appliedratably, to pay outstanding Obligations in full or in part, together with respect of Secured Hedge Agreements and Cash Management Obligations provided by any other sums then held by Collateral Agent pursuant Secured Party and for which an Availability Reserve has been implemented and is in effect; Eleventh, ratably, to this Agreementpay any remaining outstanding Obligations in respect of Secured Hedge Agreements and Cash Management Obligations due to any Secured Party; Twelfth, promptly by Collateral Agent as follows: (a) Firstratably, to the payment of all reasonable costs and expenses, fees, commissions and Taxes of such sale, collection or any other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant Obligation due to the provisions Secured Parties; and Thirteenth, after all of any Credit Document; (b) Secondthe Obligations have been paid in full, to the payment Borrowers or as the Borrowers shall direct or as otherwise required by Law. Subject to Sections 2.4, 2.16, 8.12 and 10.5, amounts used to Cash Collateralize the aggregate undrawn amount of all other reasonable costs and expenses Letters of such sale, collection or other realization and of any receiver of any part of the Collateral appointed Credit pursuant to the applicable Security Documents including compensation clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balanceObligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiencyBorrowers. Notwithstanding the foregoing, Obligations arising under if sufficient funds are not available to fund all payments to be made in respect of any Secured Cash Management Agreements and Credit Swap Contracts Obligation described in any of clauses First through Twelfth above, the available funds being applied with respect to any such Secured Obligation (unless otherwise specified in such clause) shall be excluded allocated to the payment of such Secured Obligation ratably, based on the proportion of the Administrative Agent’s, the Collateral Agent’s and each applicable Lender’s or Issuer’s interest in the aggregate outstanding Secured Obligations described in such clauses; provided, however, that payments that would otherwise be allocated to the Lenders shall be allocated first to repay Protective Advances and Swing Loans pro rata until such Protective Advances and Swing Loans are paid in full and then to repay the Loans. The order of priority set forth in clauses First through Twelfth above may at any time and from time to time be changed by the application described agreement of all Lenders without necessity of notice to or consent of or approval by the Borrowers, any Secured Party that is not a Lender or Issuer or by any other Person that is not a Lender or Issuer. The order of priority set forth in clauses First through Twelfth above if may be changed only with the prior written consent of the Administrative Agent has in addition to that of all Lenders. Excluded Swap Obligations with respect to any Loan Party shall not be paid with amounts received written notice thereoffrom such Loan Party, together but appropriate adjustments shall be made with such supporting documentation as Administrative Agent may request, respect to payments from other Loan Parties to preserve the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant allocation to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoObligations otherwise set forth above in this Section.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Application of Proceeds. (a) The Collateral Trustee will apply the proceeds received by Collateral Agent in respect of any sale ofcollection, collection from sale, foreclosure or other realization upon all upon, or exercise of any part right or remedy with respect to, any Collateral and the proceeds thereof, and the proceeds of any title insurance or other insurance policy required under any Secured Debt Document or otherwise covering the Collateral pursuant to in the exercise by Collateral Agent following order of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) Firstapplication: FIRST, to the payment of all amounts payable under this Agreement on account of the Collateral Trustee’s fees and any reasonable and documented out-of-pocket legal fees, costs and expensesexpenses or other liabilities of any kind incurred by, feesor owed to, commissions the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with performing its obligations under any Security Document or this Agreement (including, but not limited to, indemnification obligations arising under this Agreement or any Security Document that are then due and Taxes payable); SECOND, to the repayment of obligations, other than the Secured Obligations, secured by a Permitted Prior Lien on the Collateral sold or realized upon to the extent that such other Lien has priority over the Priority Liens but only if such obligation is discharged (in whole or in part) in connection with such sale; THIRD, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions respective Secured Debt Representatives, Hedge Providers and Banking Services Providers on a pro rata basis for each Series of any Credit Document; Secured Debt, Hedging Obligations and Banking Services Obligations that are secured by such Collateral (bor, where such Hedging Obligations or Banking Services Obligations are represented by a Secured Debt Representative, to such Secured Debt Representative on their behalf) Second, for application to the payment of all such outstanding Secured Debt and any such other reasonable costs Secured Obligations that are then due and expenses of payable and so secured (for application in such sale, collection or order as may be provided in the Secured Debt Documents applicable to the respective Secured Obligations) in an amount sufficient to pay in full in cash all outstanding Secured Debt and all other realization Secured Obligations that are then due and payable (including all interest and fees accrued thereon after the commencement of any receiver Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Secured Debt Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of any part (1) 105% of the Collateral appointed pursuant to aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Security Documents including compensation to Secured Debt Document) of all outstanding letters of credit constituting Secured Debt); and FOURTH, any surplus remaining after the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, cash of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined described in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, preceding clauses will be paid to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination Parent or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or Grantor, as the case may be, its successors or assigns) , or to such other Persons as may be entitled to such amounts under applicable law or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, if any Lien on any Collateral no longer secures the Obligations under any Series of Secured Debt as described below in Section 4.4, then such Series of Secured Debt and any related Secured Obligations of that Series thereafter shall not be entitled to share in the proceeds of any such Collateral. (b) This Section 3.4 is intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future Secured Party. The Secured Debt Representative of each future Series of Secured Debt will be required to deliver a Collateral Trust Agreement Joinder as provided in Section 3.8 at the time of incurrence of such Series of Secured Debt. (c) In connection with the application of proceeds pursuant to Section 3.4(a), except as otherwise directed by an Act of Required Secured Parties, the Collateral Trustee may sell any non-cash proceeds for cash prior to the application of the proceeds thereof. (d) In making the determinations and allocations in accordance with Section 3.4(a), the Collateral Trustee may conclusively rely upon information supplied by the relevant Secured Debt Representative, Hedge Provider and Banking Services Provider as to the amounts of unpaid principal and interest and other amounts outstanding with respect to its respective Secured Debt and any other Secured Obligations and any amounts under any Hedge Agreements included in the Secured Obligations. In calculating the amount of Secured Obligations owed to any Hedge Provider, the Secured Obligations owed to such Hedge Provider shall be determined by the relevant Hedge Provider in accordance with the terms of the relevant Hedge Agreement; provided that, notwithstanding anything herein or in any Secured Debt Document to the contrary, in the event that any such proceeds are insufficient Hedge Agreement consists of more than one confirmation or trade or in the event that the relevant Hedge Provider is a party to pay in full any other Hedge Agreement, solely for purposes of calculating the items described in clauses (a) through (c) of Secured Obligations owed to such Hedge Provider under this Section 11.02Agreement, the Credit Parties such calculation shall remain liable, jointly setoff and severally, for any deficiencynet all Obligations owing to such Hedge Provider or owed by such Hedge Provider under each such confirmation or trade and/or additional Hedge Agreement. Notwithstanding the foregoingforegoing or the other terms of this Agreement, Obligations arising the Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon, or exercise of any right or remedy with respect to any Lien created under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated Security Documents governed by the preceding sentence shall, by such notice, be deemed laws of the Netherlands to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant secure Dutch Parallel Debt Obligations to the terms payment of Article XII hereof for itself such Dutch Parallel Debt Obligations, and its Affiliates as if a “Lender” party heretoin accordance with the relevant mandatory provisions of the laws of the Netherlands.

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

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

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

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

Application of Proceeds. The proceeds received by Collateral (a) If an Event of Default shall have occurred and be continuing, the Administrative Agent in respect of any sale ofmay apply, collection from at such time or other realization upon times as the Administrative Agent may elect, all or any part of Proceeds constituting US Collateral, whether or not held in any collateral account established by the Collateral pursuant to the exercise by Collateral Agent of its remediesAdministrative Agent, or otherwise received after acceleration in payment of the Loans, shall be applied, Obligations in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsthe following order: (ai) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes expenses of such any sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counselon the US Collateral, and reimbursement for all other costs, expenses, liabilities and advances made or incurred by the Administrative Agent Agent, the Security Trustee or Collateral Agent any Administrative Agent’s Indemnitee in connection therewith (including, without limitation, all reasonable costs and expenses of every kind incurred in connection any action taken pursuant to any Loan Document or incidental to the care or safekeeping of any of the US Collateral or in any way relating to the US Collateral or the rights of the Administrative Agent, the Security Trustee and the other Secured Parties under the Loan Documents, reasonable attorneys’ fees and disbursements and any other amount required by any provision of law (including, without limitation, Section 9-615(a)(3) of the Uniform Commercial Code)), and all amounts for which the Administrative Agent or Collateral Agent, as applicable the Security Trustee or any Administrative Agent’s Indemnitee is entitled to indemnification pursuant to hereunder and under the provisions other Loan Documents and all advances made by or on behalf of the Administrative Agent, the Security Trustee or any Administrative Agent’s Indemnitee hereunder and thereunder for the account of any Credit Document; Loan Party (b) Secondexcluding principal and interest in respect of any Loans extended to such Loan Party), and to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made paid or incurred by the other Secured Parties Administrative Agent, the Security Trustee or any Administrative Agent’s Indemnitee in connection therewithwith the exercise of any right or remedy hereunder or under any other Loan Document and to the payment or reimbursement of all indemnification obligations, fees, costs and expenses owing to the Administrative Agent, the Security Trustee or any Administrative Agent’s Indemnitee hereunder or under any other Loan Document, all in accordance with the terms hereof or thereof; (cii) Second, for application by it towards all other Obligations, pro rata among the Secured Parties according to the amounts of the Obligations then held by the Secured Parties (including all Obligations in respect of Specified Swap Agreements); and (iii) Third, without duplication any balance of amounts applied pursuant to clauses (a) and (b) above, to such Proceeds remaining after the indefeasible Obligations shall have been satisfied by payment in full in cashimmediately available funds (or in the case of Letters of Credit, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations terminated or collateralized in respect of L/C Liabilities and obligations a manner satisfactory to Cash Collateralize L/C Liabilitiesthe Issuing Lender) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with Commitments shall have been terminated shall be paid over to or upon the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount order of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations applicable US Loan Party or to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person whosoever may be lawfully entitled thereto (including to receive the applicable Credit Party or its successors or assigns) same or as a court of competent jurisdiction may direct. In the event that any such proceeds Proceeds are insufficient to pay in full the items described in clauses (ai) through (ciii) of this Section 11.0211.21(a), the Credit US Loan Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding . (b) If an Event of Default shall have occurred and be continuing, the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may requestapply, from at such time or times as the Administrative Agent may elect, all or any part of Proceeds constituting Non-US Collateral, whether or not held in any collateral account established by the Administrative Agent, in payment of the respective Obligations of the Non-US Loan Parties in the following order: (i) First, to the payment of all costs and expenses of any sale, collection or other realization on the Non-US Collateral, and reimbursement for all other costs, expenses, liabilities and advances made or incurred by the Administrative Agent, the Security Trustee or any Administrative Agent’s Indemnitee in connection therewith (including, without limitation, all reasonable costs and expenses of every kind incurred in connection any action taken pursuant to any Loan Document or incidental to the care or safekeeping of any of the Non-US Collateral or in any way relating to the Non-US Collateral or the rights of the Administrative Agent, the Security Trustee, the Canadian Borrower Secured Parties or the UK Borrower Secured Parties under the Loan Documents, reasonable attorneys’ fees and disbursements and any other amount required by any provision of law (including, without limitation, Section 9-615(a)(3) of the Uniform Commercial Code)), and all amounts for which the Administrative Agent, the Security Trustee or any Administrative Agent’s Indemnitee is entitled to indemnification hereunder and under the other Loan Documents and all advances made by or on behalf of the Administrative Agent, the Security Trustee or any Administrative Agent’s Indemnitee hereunder and thereunder for the account of any Non-US Loan Party (excluding principal and interest in respect of any Loans extended to such Non-US Loan Party), and to the payment of all costs and expenses paid or incurred by the Administrative Agent, the Security Trustee or any Administrative Agent’s Indemnitee in connection with the exercise of any right or remedy hereunder or under any other Loan Document and to the payment or reimbursement of all indemnification obligations, fees, costs and expenses owing to the Administrative Agent, the Security Trustee or any Administrative Agent’s Indemnitee hereunder or under any other Loan Document, all in accordance with the terms hereof or thereof; (ii) Second, for application by it towards all other Obligations of the Non-US Loan Parties, pro rata among the Canadian Borrower Secured Parties and the UK Borrower Secured Parties according to the amounts of such Obligations then held by such Secured Parties (including all Obligations in respect of Specified Swap Agreements with the Canadian Borrower or the UK Borrower); and (iii) Third, any balance of such Proceeds remaining after the Obligations of the Non-US Loan Parties shall have been satisfied by payment in full in immediately available funds and the Commitments shall have been terminated shall be paid over to or upon the order of the applicable Cash Management Bank Non-US Loan Party or Swap Providerto whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. In the event that any such Proceeds are insufficient to pay in full the items described in clauses (i) through (iii) of this Section 11.21(b), as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shallNon-US Loan Parties shall remain liable, by such noticejointly and severally, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoany deficiency.

Application of Proceeds. The proceeds received If an Event of Default shall have occurred and be continuing, and the Obligations shall have been accelerated or a Liquidation shall have been commenced, except (i) to the extent otherwise agreed by all Lenders, or (ii) with respect to any revisions made pursuant to Section 8.1 hereof in connection with the implementation of the FILO Facility, to the extent agreed by the Co-Collateral Agents pursuant to Section 2.20 of the Credit Agreement, the Agent in respect of any sale of, collection from or other realization upon shall apply all or any part of Proceeds constituting Collateral, whether or not held in the Collateral pursuant to the exercise by Collateral Agent of its remediesAgent’s Account, or otherwise received after acceleration and any proceeds of the Loans, shall be appliedguarantee set forth in Section 2, in full or payment of the Obligations in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) the following order: First, to the payment of pay all reasonable costs incurred and unpaid fees, expenses, indemnities, and other amounts (including fees, commissions charges and Taxes disbursements of counsel to the Agent and the Co-Collateral Agents) payable to the Agent and the Co-Collateral Agents (each in its capacity as such) under the Loan Documents, pro rata among such Persons according to the amounts of such sale, collection or other realization including compensation Obligations then due and owing and remaining unpaid to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) each; Second, to the payment of pay all other reasonable costs incurred and expenses of such saleunpaid expenses, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costsindemnities, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations interest and fees, and Obligations relating to Cash Management Services and Bank Products) payable to the Lenders, the Swingline Lender and the Issuing Lenders (including fees, charges and disbursements of counsel to the respective Lenders, the Swingline Lender and the Issuing Lenders and amounts payable under Section 2.12), under the Loan Documents, pro rata among such Persons according to the amounts of such Obligations then due and owing and remaining unpaid to each; Third, to pay all accrued and unpaid interest on all Permitted Overadvances, to the Agent or pro rata among the Lenders, as applicable, according to the amounts of such Obligations then due and owing and remaining unpaid to each; Fourth, to pay all the unpaid principal on all Permitted Overadvances, to the Agent or pro rata among the Lenders, as applicable, according to the amounts of such Obligations then due and owing and remaining unpaid to each; Seventh, to pay all accrued and unpaid interest on all Advances and the Term Loan, and fees, payable to the Lenders and the Issuing Lenders under the Loan Documents, pro rata among such Persons according to the amounts of such Obligations then due and owing and remaining unpaid to each; Eighth, to pay all the unpaid principal on all Advances and the Term Loan, pro rata among the Lenders according to the amounts of such Obligations then due and owing and remaining unpaid to the Lenders; Tenth, to the applicable Lenders or Affiliates thereof towards the payment of amounts then due and owing and remaining unpaid in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements Services and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) prepayment, settlement and any interest accrued thereontermination of Cash Management Services, in each case equally pro rata among the applicable Lenders and ratably in accordance with Affiliates thereof according to the respective amounts thereof then due and owing; (d) Fourthowing and remaining unpaid in respect of Cash Management Services; Eleventh, to the indefeasible applicable Lenders or Affiliates thereof towards the payment in full in cash, pro rata, of principal amount of the Obligations amounts then due and any premium thereon (including reimbursement obligations owing and remaining unpaid in respect of L/C Liabilities Bank Products, pro rata among the applicable Lenders and obligations Affiliates thereof according to Cash Collateralize L/C Liabilities) the amounts that would become due and any breakageowing upon the prepayment, settlement and termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonof such Bank Products; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

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

Application of Proceeds. The (a) Prior to the delivery of a Crest Notice of Default to the Collateral Trustee by Crest, upon delivery to the Collateral Trustee of a BNPP Notice of Default, the Collateral Trustee will apply the proceeds received by Collateral Agent in respect of any sale ofcollection, collection from sale, foreclosure or other realization upon all or any part Collateral in the following order of the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) application: First, to the payment of all reasonable legal fees and expenses and other reasonable costs or expenses or other liabilities or amounts of any kind incurred by, or owing to, the Collateral Trustee or any co-trustee or agent under or in connection with any Security Document that secures the Secured Obligations, including the reimbursement to the Collateral Trustee of any amounts theretofore advanced by the Collateral Trustee for the payment of such fees, costs and expenses, fees, commissions and Taxes of such sale, collection liabilities or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) amounts; Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed Administrative Agent for application pursuant to the applicable Security Documents including compensation to the other Secured Parties BNPP Loan Documents, until paid in full; and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to any surplus remaining after the indefeasible payment in full in cash, pro rata, cash of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined described in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, preceding clauses will be paid to the indefeasible payment in full in cashCompany, pro rataas the case may be, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) , or as a court of competent jurisdiction may direct. In . (b) Following the event delivery of a Crest Notice of Default to the Collateral Trustee by Crest, the Collateral Trustee will apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral in the following order of application: First, to the payment of all reasonable legal fees and expenses and other reasonable costs or expenses or other liabilities or amounts of any kind incurred by, or owing to, the Collateral Trustee or any co-trustee or agent under or in connection with any Security Document that secures the Secured Obligations, including the reimbursement to the Collateral Trustee of any amounts theretofore advanced by the Collateral Trustee for the payment of such proceeds are insufficient fees, costs and expenses, liabilities or amounts; Second, to pay the payment of any unpaid Crest Obligation (as such amount may have been established by a court of competent jurisdiction); Third, to the Administrative Agent for application pursuant to the applicable BNPP Loan Documents, until paid in full; and Fourth, any surplus remaining after the payment in full the items in cash of amounts described in the preceding clauses (a) through (c) of this Section 11.02, will be paid to the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap ProviderCompany, as the case may be. Each Cash Management Bank , its successors or Swap Provider not assigns, or as a court of competent jurisdiction may direct. (c) This Section 3.4 is intended for the benefit of, and will be enforceable as a third party to this Agreement that has given the notice contemplated by the preceding sentence shallbeneficiary by, by such noticeeach present and future holder of Secured Obligations, be deemed to have acknowledged each present and accepted the appointment of future Administrative Agent and the Collateral Agent Trustee as holder of Liens securing the Secured Obligations. (d) In connection with the application of proceeds pursuant to Section 3.4(a) or Section 3.4(b), except as otherwise directed by the terms Administrative Agent, the Collateral Trustee may sell any non-cash proceeds for cash prior to the application of Article XII hereof for itself and its Affiliates as if a “Lender” party heretothe proceeds thereof.

Application of Proceeds. The After the occurrence of an Event of Default (or after the Commitments shall automatically terminate prior to the time of their natural expiration and the Loans (with accrued interest thereon) and all other amounts under the Loan Documents (including without limitation the maximum amount of all contingent liabilities under Letters of Credit) shall automatically become due and payable in accordance with the terms of such Section), any proceeds of the Collateral, when received by Collateral Agent in respect the Agent, any of any sale of, collection from or other realization upon all the Lenders or any part Hedging Agreement Provider in cash or its equivalent, will be applied in reduction of the Collateral pursuant Secured Obligations in the order set forth below, and each Borrower irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Agent shall have the continuing and exclusive right to apply and reapply any and all such proceeds in the Agent’s sole discretion, notwithstanding any entry to the exercise by Collateral Agent contrary upon any of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsbooks and records: (a) First, to the payment of all reasonable costs and that portion of the Obligations constituting fees, indemnities, expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counselreimbursements, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent in connection therewith and all other amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant (including Secured Party Expenses) payable to the provisions of any Credit Document;Agent. (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part that portion of the Collateral appointed pursuant Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the applicable Security Documents Lenders (including compensation to Secured Party Expenses), ratably among the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith;Lenders. (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cashof that portion of the Obligations constituting accrued and unpaid interest on the Loans, pro rata, of interest and other amounts constituting Obligations (other than principalObligations, reimbursement obligations ratably among the Lenders in respect of L/C Liabilities and obligations proportion to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing;described in this clause Third payable to them. (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount that portion of the Obligations and any premium thereon (including reimbursement obligations constituting unpaid principal of the Loans ratably among the Lenders in respect of L/C Liabilities and obligations proportion to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined the respective amounts described in the Security Agreement) and any interest accrued thereon; andthis clause Fourth held by them. (e) Fifth, to the Agent to pay or cash collateralize any obligations of the Borrower to any Interest Hedge Provider arising from any Interest Rate Protection Agreements (f) Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) Borrower or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the otherwise required by applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoLaws.

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

Application of Proceeds. The proceeds received by Collateral Agent in respect of any sale of, collection from or other realization upon all or any part Unless and until the Controlling Parties have exercised their right to direct the liquidation of the Collateral pursuant to this Article VI, all proceeds received in respect of the exercise Collateral will be applied in accordance with the Priority of Payments specified in Section 9.1(a). All proceeds received after the Controlling Parties have exercised their right to direct the liquidation of the Collateral will be applied to the Obligations in the following order of priority on each date or dates fixed by the Collateral Agent of its remedies, or otherwise received after acceleration (at the direction of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Administrative Agent pursuant to this Agreement, promptly by Collateral Agent as follows:on behalf of the Controlling Parties): (a) Firstfirst, to the payment of all reasonable costs taxes (but not including any accrued and expensesunpaid Increased Costs), feesgovernmental, commissions registered office, registration and Taxes of such salefiling fees then due and owing by the Borrower; second, collection or other realization including compensation to Administrative Agent and the payment to the Collateral Agent for all due and their respective agents and counsel, unpaid Collateral Agent Fees and all expenses, liabilities and advances made or incurred by other Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Expenses owing to the Collateral Agent, as applicable is entitled to indemnification pursuant all amounts owing and payable hereunder and under the other Loan Documents to the provisions of any Credit DocumentDocument Custodian, the Collateral Administrator and the Securities Intermediary (including, in each case, without limitation, indemnity payments); and third, to the payment to the Administrative Agent for all due and unpaid Administrative Agent Fees and all other Administrative Expenses owing to the Administrative Agent (including, without limitation, indemnity payments); (b) Secondto the payment of Administrative Expenses (other than those paid under clause (a) above), in the order of priority set forth in the definition of “Administrative Expenses”; (c) to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant amounts due to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owingAgents hereunder; (d) Fourthunless waived by the Collateral Manager, which waiver shall be permanent and irrevocable, to the indefeasible payment to the Collateral Manager of all due and unpaid Collateral Management Fees in full an amount not to exceed the accrued Collateral Management Fees for one Due Period; (e) first, to the payment to the Lenders hereunder (allocated on a pro rata basis) of all amounts due which constitute principal, interest (excluding the additional two percent of interest payable at the Default Interest Rate), Make-Whole Fees, Minimum Utilization Fees, Unused Fees and all amounts due which constitute Increased Costs; and second, to the payment to the Lenders hereunder (on a pro rata basis) of all interest payable at the Default Interest Rate (to the extent not paid in cash, pro rata, of principal amount of the Obligations clause “first” above) and any premium thereon (including reimbursement obligations all other amounts on and in respect of L/C Liabilities all Loans; (f) to the payment of all amounts due to the Collateral Manager for any due and obligations unpaid Collateral Management Fees to Cash Collateralize L/C Liabilitiesthe extent not paid under clause (d) and any breakageabove (provided that, termination or other payments under Obligations arising under Secured Cash for the avoidance of doubt, no waived Collateral Management Agreements and Swap Contracts that constitute Secured Obligations Fees shall be payable pursuant to this clause (as defined in the Security Agreement) and any interest accrued thereonf)); and (eg) Fifth, the balance, if any, any remainder to the Person lawfully entitled thereto Borrower. If on any date that payments are made pursuant to this Section 6.4 the amount available to be paid pursuant to any of the foregoing clauses (including a) through (g) is insufficient to make the applicable Credit Party or its successors or assigns) or as a court full amount of competent jurisdiction may direct. In the event that disbursements required pursuant to any such proceeds are insufficient clause, such payments will be applied in the order and according to pay in full the items described priority set forth in clauses (a) through (cg) of this Section 11.02, above and ratably or in the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Providerorder provided within a clause, as applicable, in accordance with the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by respective amounts owing under any such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant clause to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoextent funds are available therefor.

Application of Proceeds. The After and during the continuance of an Event of Default, any cash held by the Collateral Agent as Pledged Collateral and all cash proceeds received by the Collateral Agent (all such cash being "Proceeds") in respect of any sale of, collection from from, or other realization upon all or any part of the Pledged Collateral pursuant to the exercise by the Collateral Agent of its remedies, or otherwise received after acceleration remedies as a secured creditor as provided in Section 11 of the Loans, this Agreement shall be applied, in full or in part, together with any other sums then held applied promptly from time to time by Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) : First, to the payment of all reasonable the costs and expenses, fees, commissions and Taxes expenses of such sale, collection or other realization realization, including reasonable compensation to Administrative Agent and the Collateral Agent and their respective its agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or the Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) therewith; Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Senior Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and including any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations Aggregate Available Amount (as defined in the Security Agreement) and any interest accrued thereondeposits into the L/C Collateral Account for outstanding Letters of Credit, provided 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 12 to then outstanding Senior Secured Obligations) for the ratable benefit of the holders thereof; provided, that, in each case equally and ratably making such application in accordance with respect of outstanding obligations under New Senior Debt Documents, the respective Collateral Agent shall be entitled to deduct from the share of such Proceeds otherwise payable to the New Senior Debt Representatives the New Senior Debt holders' pro rata share of all amounts thereof then due and owing; that the Collateral Agent has been paid by the Paying Indemnifying Parties (dsuch term being used in this Section 12 as defined in Section 7(c) Fourthof the Intercreditor Agreement) pursuant to Section 7(c) of the Intercreditor Agreement; Third, only after payment in full of all Senior Secured Obligations, to the indefeasible payment of the Second Priority Secured Obligations for the ratable benefit of the holders thereof; provided, that, that in making such application to the Existing Holdings Senior Notes Trustees, the Collateral Agent shall be entitled to deduct from the share of such Proceeds otherwise payable to the holders of the Existing Holdings Senior Notes such holders' pro rata share of all amounts that the Collateral Agent has been paid by the Paying Indemnifying Parties pursuant to Section 7(c) of the Intercreditor Agreement, provided, further, that in making such application in respect of obligations outstanding under Refinancing Senior Debt Documents, the Collateral Agent shall be entitled to deduct from the share of such Proceeds otherwise payable to the Refinancing Senior Debt Representatives such Refinancing Senior Debt holders' pro rata share of all amounts that the Collateral Agent has been paid by the Paying Indemnifying Parties pursuant to Section 7(c) of the Intercreditor Agreement; Fourth, only after payment in full in cashof all Senior Secured Obligations and all Second Priority Secured Obligations, pro rata, of principal amount to the payment of the Third Priority Secured Obligations and any premium thereon (including reimbursement obligations for the ratable benefit of the holders thereof; provided, that, in making such application in respect of L/C Liabilities obligations outstanding under New Junior Debt Documents, the Collateral Agent shall be entitled to deduct from the share of such Proceeds otherwise payable to the New Junior Debt Representatives such New Junior Debt holders' pro rata share of all amounts that the Collateral Agent has been paid by the Paying Indemnifying Parties pursuant to Section 7(c) of the Intercreditor Agreement; and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if anyafter payment in full of all Secured Obligations, to the Person lawfully entitled thereto (including the applicable Credit Party Pledgor, or its successors or assigns) , or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such Proceeds. In At the event that time of any such proceeds are insufficient application of Proceeds by the Collateral Agent pursuant to pay in full this Section 12, the items described in clauses (a) through (cCollateral Agent shall provide the Existing Holdings Senior Notes Trustees and any Other Permitted Credit Exposure Holder, New Senior Debt Representative, Refinancing Senior Debt Representative and/or New Junior Debt Representative with a certificate setting forth the total amount paid to the Collateral Agent pursuant to Section 7(c) of this Section 11.02the Intercreditor Agreement and a calculation of the amounts, the if any, deducted from Proceeds paid to Existing Holdings Senior Notes Trustees, Other Permitted Credit Parties shall remain liableExposure Holders, jointly and severallyNew Senior Debt Representatives, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank Refinancing Senior Debt Representatives or Swap ProviderNew Junior Debt Representatives, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds received by Collateral Agent in respect In the event of the realization of Proceeds of any sale of, collection from or other realization upon all or any part disposition of the Collateral pursuant to the exercise by of remedies under the Collateral Documents, the Collateral Agent shall distribute such Proceeds to the specified Persons in the following order of its remediespriority: FIRST, or otherwise received after acceleration to the payment of advances made and liabilities incurred by the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant in order to this Agreementprotect the Liens granted by the Collateral Documents or the Collateral, promptly by Collateral Agent as follows: (a) Firstwith interest thereon at the rate that would then be applicable to the Senior Secured Notes, to and the payment of all reasonable costs and expensesexpenses incurred by the Collateral Agent or Trustee in connection with the preservation, feescollection, commissions and Taxes foreclosure or enforcement of such salethe Liens granted by the Collateral Documents or any interest, right, power or remedy of the Collateral Agent or in connection with the collection or enforcement of any of the Loan Obligations in any Insolvency Proceeding, including all reasonable fees and disbursements of attorneys, accountants, consultants, appraisers and other realization including compensation to Administrative Agent and professionals engaged by the Collateral Agent or the Trustee and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative reasonable compensation of the Collateral Agent or Collateral Agent the Trustee for services rendered in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Secondtherewith; SECOND, to the payment of all other reasonable costs accrued and expenses of such sale, collection or other realization and of any receiver of any part of unpaid interest on the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Senior Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) aboveNotes; THIRD, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balanceunpaid premium, if any, in respect of the prepayment or payment of the Senior Secured Notes; FOURTH, to the Person lawfully entitled thereto (including payment of the applicable Credit Party or its successors or assigns) due and unpaid principal of the Senior Secured Notes; FIFTH, to any remaining unpaid amounts of the Note Obligations; and SIXTH, to other Persons as their interests may appear or as instructed by a court of competent jurisdiction may directjurisdiction. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts No party hereto shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not entitled to a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent distribution on any lower priority pursuant to the terms of Article XII hereof for itself clauses FIRST through SIXTH above unless and its Affiliates as if a “Lender” party heretountil all higher priorities have been paid in full.

Application of Proceeds. The Subject to applicable law, Permitted Liens and the terms of the Collateral Trust Agreement as in effect from time to time, 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 Agent in respect of any sale ofTrustee from such foreclosure, collection from or other realization upon all enforcement will be distributed by the Collateral Trustee to the Trustee for application by the Trustee in the following order: FIRST, ratably, to the Trustee, the Collateral Trustee and any Agent (other than the Company or any part of the Collateral pursuant to the exercise by Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent Subsidiaries acting as follows: (aan Agent) First, to toward the payment of all reasonable costs amounts due to the Trustee, the Collateral Trustee and expensesany Agent (other than the Company or any of its Subsidiaries acting as an Agent) under Section 7.06 hereof, feesand to the Collateral Trustee under any Security Document, commissions including payment of all compensation, expenses and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counselliabilities incurred, and all expensesadvances made, liabilities by the Trustee, the Collateral Trustee and advances made any Agent (other than the Company or incurred by Administrative any of its Subsidiaries acting as an Agent) or any co-trustee or agent of the Trustee, the Collateral Trustee or any Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Document; (b) Second, to the payment of all other including reasonable costs fees and expenses of the Trustee’s, the Collateral Trustee’s or any Agent’s counsel) (other than the Company or any of its Subsidiaries acting as an Agent); SECOND, to Holders for Obligations in respect of the Notes that are then due and payable in an amount sufficient to pay in full in cash all outstanding Obligations in respect of such sale, collection or other realization Notes that are then due and payable (including all interest accrued thereon after the commencement of any receiver insolvency or liquidation proceeding, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), ratably, without preference or priority of any part of the Collateral appointed pursuant kind, according to the applicable Security Documents including compensation to amounts due and payable on the other Secured Parties Notes for principal, premium, if any, and their agents interest, if any, respectively; and counsel and all costsTHIRD, liabilities and advances made or incurred by any surplus remaining after the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, cash of interest and other the amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined described in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, preceding clauses will be paid to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination Issuer or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or Guarantor, as the case may be, its successors or assigns) , or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. (a) The proceeds received by the Notes Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Notes Collateral Agent of its remediesremedies under this Agreement, or otherwise received after acceleration of the Loans, Indenture and any First Lien Priority Indebtedness Documents shall be applied, in full or in part, together with any other sums then held by the Notes Collateral Agent pursuant to this Agreementthe Security Documents, promptly by the Notes Collateral Agent as follows: (a) : First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to Administrative Agent the Notes Collateral Agent, the Trustee and Collateral Agent any other Authorized Representative and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or the Notes Collateral Agent Agent, Trustee and any other Authorized Representative in connection therewith and all fees, expenses, indemnities and other amounts for which Administrative each of the Notes Collateral Agent or Collateral Agent, as applicable and the Trustee is entitled to indemnification pursuant to the provisions of the Indenture, any Credit Document; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection First Lien Priority Indebtedness Document or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) this Agreement and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably other Authorized Representative is entitled in accordance with the respective amounts thereof terms of the applicable agreements with respect to the First Lien Priority Indebtedness then due and owing; in effect; Second, subject to clause (de) Fourthbelow, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations all amounts then owing in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute the Secured Obligations (as defined in the Security Agreement) on a pro rata basis; and any interest accrued thereon; and (e) FifthThird, the balance, if any, to the Person lawfully Pledgors or such other Persons as are entitled thereto thereto. (including b) It is understood that the applicable Credit Pledgors shall remain jointly and severally liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Secured Obligations. (c) If, despite the provisions of this Agreement, any Secured Party shall receive any payment or other recovery in excess of its successors portion of payments on account of the Secured Obligations to which it is then entitled in accordance with this Agreement, such Secured Party shall hold such payment or assignsother recovery in trust for the benefit of all Secured Parties hereunder for distribution in accordance with this Section 10.1. (d) In making the determinations and allocations required by this Section 10.1, the Notes Collateral Agent may conclusively rely upon information supplied by the Trustee or each Authorized Representative, as applicable, as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations, and the Notes Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information, provided that nothing in this sentence shall prevent any Pledgor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Notes Collateral Agent pursuant to this Section 10.1 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Notes Collateral Agent shall have no duty to inquire as to the application by the Trustee or any Authorized Representative of any amounts distributed to it. All distributions to be made to the holders of the Notes for principal, premium, if any, and unpaid interest shall be made to the Trustee for further distribution in accordance with Section 6.10 of the Indenture. (e) Notwithstanding the foregoing and notwithstanding the pari passu nature of the Liens securing all the Secured Obligations, in the event of any determination by a court of competent jurisdiction may direct. In that (i) the event that Secured Obligations of any series are unenforceable under applicable law or are subordinated to any other obligations, (ii) the Secured Obligations of any series do not have an enforceable security interest in any of the Collateral and/or (iii) any intervening Lien or security interest exists securing any other obligations (other than any Secured Obligations) on a basis ranking prior to the Lien and security interest of such series of Secured Obligations but junior to the Lien and security interest of the other series of Secured Obligations (any such proceeds are insufficient condition referred to pay in full the items described in foregoing clauses (ai), (ii) through or (ciii) above with respect to Secured Obligations of this Section 11.02such series, an “Impairment” of such series of Secured Obligations), the Credit Parties results of such Impairment shall remain liablebe borne solely by the holders of such series of Secured Obligations, jointly and severallythe rights of the holders of such series of Secured Obligations (including, for any deficiencywithout limitation, the right to receive distributions in respect of such series of Secured Obligations) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of such series of Secured Obligations subject to such Impairment. Notwithstanding the foregoing, with respect to any Collateral for which a third party (other than a holder of Secured Obligations) has a Lien or security interest that is junior in priority to the security interest of the holders of the other series of Secured Obligations arising under but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of the holder of any other Secured Cash Management Agreements and Credit Swap Contracts Obligations (such third party, an “Intervening Creditor”), the value of any Collateral or proceeds which are allocated to such Intervening Creditor shall be excluded deducted on a ratable basis solely from the application described above if Administrative Agent has not received written notice thereof, together Collateral or proceeds to be distributed in respect of the Secured Obligations with respect to which such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoImpairment exists.

Application of Proceeds. The proceeds received Subject to the terms of any applicable intercreditor agreement contemplated by the Credit Agreement, the Term Collateral Agent in respect shall apply the proceeds of any collection or sale ofof Collateral, collection from or other realization upon all or including any part Collateral consisting of the Collateral pursuant to the exercise by Collateral Agent of its remediescash, or otherwise received after acceleration of the Loans, shall be applied, in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) First: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses, fees, commissions and Taxes of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or expenses incurred by the Term Administrative Agent or the Term Collateral Agent in connection therewith with such collection or sale or otherwise in connection with this Agreement, any other Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the fees and expenses of its agents and legal counsel (limited, in the case of (x) legal fees and expenses, to the reasonable, documented and invoiced fees, charges and disbursements of a single primary counsel to the Term Administrative Agent and the Term Collateral Agent and to the extent reasonably determined by the Term Administrative Agent to be necessary, one local counsel in each relevant material jurisdiction and, in the case of an actual conflict of interest where the Term Collateral Agent or any Lender affected by such conflict notifies the Borrower of the existence of such conflict and thereafter retains its own counsel, one additional conflicts counsel and (y) the fees and expenses of any other advisor or consultant, to the reasonable, documented and invoiced fees, charges and disbursements of such advisor or consultant, but solely to the extent that such consultant or advisor has been retained with the Borrower’s consent (such consent not to be unreasonably withheld or delayed)), the repayment of all amounts for which advances made by the Term Administrative Agent or the Term Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions Agent hereunder or under any other Loan Document on behalf of any Credit Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; (b) Second; SECOND, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part in full of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably amounts so applied to be distributed among the Secured Parties pro rata in accordance with the respective amounts thereof then due 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 owing; (d) FourthFOURTH, to the indefeasible payment in full in cashGrantors, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) Fifth, the balance, if any, to the Person lawfully entitled thereto (including the applicable Credit Party or its their successors or assigns) , or as a court of competent jurisdiction may otherwise direct. In The Term Collateral Agent shall have absolute discretion as to the event that time of application of any such proceeds are insufficient proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Term Collateral Agent (including pursuant to pay in full the items described in clauses (a) through (c) a power of this Section 11.02sale granted by statute or under a judicial proceeding), the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding receipt of the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts Term Collateral Agent or of the officer making the sale shall be excluded from a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from of any part of the applicable Cash Management Bank or Swap Provider, as purchase money paid over to the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Term Collateral Agent pursuant or such officer or be answerable in any way for the misapplication thereof. The Term 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 terms amounts of Article XII hereof for itself unpaid principal and its Affiliates as if a “Lender” party heretointerest and other amounts outstanding with respect to the Secured Obligations.

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

Application of Proceeds. The proceeds received At such intervals as may be agreed upon by Collateral the Borrower and the Administrative Agent, or, if an Event of Default shall have occurred and be continuing, at any time at the Administrative Agent’s election, the Administrative Agent in respect may, notwithstanding the provisions of any sale ofSection 2.15 of the Credit Agreement, collection from or other realization upon apply all or any part of the net Proceeds (after deducting fees and expenses as provided in Section 6.6) constituting Collateral pursuant to realized through the exercise by Collateral the Administrative Agent of its remediesremedies hereunder, whether or otherwise received after acceleration not held in any Collateral Account, and any proceeds of the Loans, shall be appliedguarantee set forth in Section 2, in full or payment of the Obligations in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as follows: (a) the following order: First, to the payment of all reasonable costs and expenses, that portion of the Obligations constituting fees, commissions indemnities, expenses and Taxes other amounts (other than principal and interest, but including attorneys fees payable under the Credit Agreement and amounts payable under Section 2 of this Agreement) payable to the Administrative 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 and, to the extent payable under clause First, attorneys fees) payable to the Lenders (including attorneys fees payable under the Credit Agreement and amounts payable under Section 2 of this Agreement), 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 LC Disbursements, ratably among the holders of such sale, collection or other realization including compensation to Administrative Agent and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or Collateral Agent Obligations in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant proportion to the provisions respective amounts described in this clause Third payable to them; Fourth, to payment of any that portion of the Obligations constituting unpaid principal of the Loans and LC Disbursements, the termination value under Specified Hedge Agreements with Qualified Counterparties and Cash Management Obligations and, to the extent required under Section 2.8(j) of the Credit Document; (b) SecondAgreement, to cash collateralize the portion of the LC Disbursements comprised of the aggregate undrawn amount of Letters of Credit, ratably among the holders of such Obligations in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part Obligations of the Collateral appointed pursuant Loan Parties that are due and payable to the applicable Security Documents including compensation to Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant to clauses (a) on such date; and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon; and (e) FifthLast, the balance, if any, after all of the Obligations have been paid in full, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) Borrower or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 11.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated otherwise required by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoLaw.

Application of Proceeds. The proceeds received by Collateral (a) If an Event of Default shall have occurred and be continuing, the Administrative Agent in respect of any sale ofmay apply, collection from at such time or other realization upon times as the Administrative Agent may elect, all or any part of Proceeds of or constituting US Collateral, whether or not held in any collateral account established by the Collateral pursuant to the exercise by Collateral Agent of its remediesAdministrative Agent, or otherwise received after acceleration in payment of the Loans, shall be applied, Obligations in full or in part, together with any other sums then held by Collateral Agent pursuant to this Agreement, promptly by Collateral Agent as followsthe following order: (ai) First, to the payment of all reasonable costs and expenses, that portion of the Obligations constituting fees, commissions indemnities, expenses and Taxes of such saleother amounts, collection or other realization including compensation attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Swingline Lender in its capacity as such (ratably among the Administrative Agent or Collateral Agent in connection therewith and all amounts for which Administrative Agent or Collateral Agent, as applicable is entitled to indemnification pursuant the Issuing Bank and Swingline Lender in proportion to the provisions of any Credit Documentrespective amounts described in this clause (i) payable to them); (bii) Second, to the payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees (ratably among the Lenders in proportion to the respective amounts described in this clause (ii) payable to them); (iii) Third, to payment of that portion all other reasonable costs and expenses of such saleObligations, collection or other realization and of including cash collateral for any receiver of any part of L/C Obligations then outstanding (ratably among the Collateral appointed pursuant to the applicable Security Documents including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith; (c) Third, without duplication of amounts applied pursuant proportion to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, payable to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C Liabilities) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Agreements and Swap Contracts that constitute Secured Obligations (as defined in the Security Agreement) and any interest accrued thereonthem); and (eiv) FifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) US Loan Parties or as a court of competent jurisdiction may directotherwise required by law. In the event that any such proceeds Proceeds are insufficient to pay in full the items described in clauses (ai) through (civ) of this Section 11.0211.21(a), the Credit US Loan Parties shall remain liable, jointly and severally, for any deficiencydeficiency in Obligations. Notwithstanding the foregoingExcluded Swap Obligations with respect to any US Loan Party shall not be paid with amounts received from such US Loan Party or its assets, Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts but appropriate adjustments shall be excluded made with respect to payments from other US Loan Parties to preserve the application described allocation to Obligations otherwise set forth above if Administrative Agent has not received written notice thereofin this Section. (b) If an Event of Default shall have occurred and be continuing, together with such supporting documentation as the Administrative Agent may requestapply, from the applicable Cash Management Bank at such time or Swap Provider, times as the case Administrative Agent may beelect, all or any part of Proceeds constituting Non-US Collateral, whether or not held in any collateral account established by the Administrative Agent, in payment of the Non-US Obligations in the following order: (i) First, to payment of that portion of the Non-US Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Bank in its capacity as such and the Swingline Lender in its capacity as such (ratably among the Administrative Agent, the Issuing Bank and Swingline Lender in proportion to the respective amounts described in this clause (i) payable to them); (ii) Second, to payment of that portion of the Non-US Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees (ratably among the Lenders in proportion to the respective amounts described in this clause (ii) payable to them); (iii) Third, to payment of that portion all other Non-US Obligations, including cash collateral for any L/C Obligations then outstanding (ratably among the Secured Parties in proportion to the respective amounts payable to them); and (iv) Last, the balance, if any, after all of the Non-US Obligations have been indefeasibly paid in full, to the Non-US Borrowers or as otherwise required by law. Each Cash Management Bank In the event that any such Proceeds are insufficient to pay in full the items described in clauses (i) through (vi) of this Section 11.21(b), the Non-US Loan Parties shall remain liable, jointly and severally, for any deficiency in Non-US Obligations. Excluded Swap Obligations with respect to any Non-US Loan Party shall not be paid with amounts received from such Non-US Loan Party or Swap Provider not a party its assets, but appropriate adjustments shall be made with respect to payments from other Non-US Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. (c) Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents: (i) each Non-Loan Party Borrower shall be liable only for that has given portion of the notice contemplated Obligations evidenced by any Loan or other Extension of Credit made to, or for the benefit of, each such Non-Loan Party Borrower, hereunder or under any other Loan Document and any Obligations relating thereto and such Obligations shall be guaranteed by the preceding sentence shallNon-US Obligation Guarantors; (ii) each Non-US Borrower shall be jointly and severally liable for that portion of the Obligations evidenced by any Loan or other Extension of Credit made to, or for the benefit of, any Non-US Borrower or any Non-Loan Party Borrower, and all such Obligations shall be guaranteed by the Non-US Obligation Guarantors; and (iii) each US Borrower shall be jointly and severally liable for that portion of the Obligations evidenced by any Loan or other Extension of Credit made to, or for the benefit of any US Borrower, and all such notice, Obligations shall be deemed to have acknowledged and accepted guaranteed by the appointment of Administrative Agent and the Collateral Agent pursuant to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoUS Obligation Guarantors.

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

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

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

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

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

Application of Proceeds. (a) The proceeds received by US Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the US Securities Collateral or US Security Agreement Collateral pursuant to the exercise by US Collateral Agent of its remedies, or otherwise received after acceleration of the Loans, remedies shall be applied, in full or in part, together with any other sums then held by US Collateral Agent pursuant to this Agreement, promptly by US Collateral Agent as follows: (ai) First, to the payment of all reasonable costs and expenses, fees, commissions and Taxes taxes of such sale, collection or other realization including compensation to Administrative Agent and US Collateral Agent and their respective its agents and counsel, and all expenses, liabilities and advances made or incurred by Administrative Agent or US Collateral Agent in connection therewith and all amounts for which Administrative US Collateral Agent or Collateral Agent, as applicable is entitled to indemnification pursuant to the provisions of any Credit Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (bii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization and of any receiver of any part of the Collateral appointed pursuant to the applicable Security Documents including compensation to the other US Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other US Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (ciii) Third, without duplication of amounts applied pursuant to clauses (ai) and (bii) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting US Obligations (other than principal, reimbursement obligations in respect of L/C Liabilities principal and obligations to Cash Collateralize L/C LiabilitiesReimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Obligations arising under Secured Cash Management Hedging Agreements and Swap Contracts that constitute constituting Secured Obligations (as defined in the Security Agreementother than Canadian Obligations) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (div) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the US Obligations and any premium thereon (including reimbursement obligations in respect of L/C Liabilities and obligations to Cash Collateralize L/C LiabilitiesReimbursement Obligations) and any breakage, termination or other payments under Obligations arising under Secured Cash Management Hedging Agreements and Swap Contracts that constitute constituting Secured Obligations (as defined other than Canadian Obligations) and any interest accrued thereon; (v) Fifth, to the payment of Canadian Obligations in the order and manner set forth in paragraph (b) below; and (vi) Sixth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct. (b) The proceeds received by Canadian Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Foreign Securities Collateral or Foreign Security Agreement Collateral pursuant to the exercise by Canadian Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by Canadian Collateral Agent pursuant to this Agreement, promptly by Canadian Collateral Agent as follows: (i) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to Canadian Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by Canadian Collateral Agent in connection therewith and all amounts for which Canadian Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (ii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization including compensation to the other Canadian Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Canadian Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (iii) Third, without duplication of amounts applied pursuant to clauses (i) and (ii) above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Canadian Obligations and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations (other than US Obligations) and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (iv) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Canadian Obligations and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations (other than US Obligations) and any interest accrued thereon; and (ev) Fifth, the balance, if any, to the Person person lawfully entitled thereto (including the applicable Credit Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through and (cb) of this Section 11.028.03, the Credit Loan Parties shall remain liable, jointly and severally, for any deficiency. Notwithstanding anything to the foregoingcontrary in any Loan Document, the parties hereto acknowledge and agree that (x) Canadian Borrower and Guarantors that are Foreign Subsidiaries are only obligated with respect to the Canadian Obligations arising under Secured Cash Management Agreements and Credit Swap Contracts the costs, expenses and indemnities associated therewith and (y) the Canadian Lenders, Canadian Administrative Agent, Canadian Collateral Agent and certain Affiliates thereof shall be excluded from the application described above if Administrative Agent has not received written notice thereof, together only Secured Parties with such supporting documentation as Administrative Agent may request, from the applicable Cash Management Bank or Swap Provider, as the case may be. Each Cash Management Bank or Swap Provider not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of Administrative Agent and the Collateral Agent pursuant respect to the terms of Article XII hereof for itself and its Affiliates as if a “Lender” party heretoCanadian Obligations.

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