Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 of the Indenture. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any). Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), a) The proceeds received by the Collateral Agent shall apply the proceeds in respect of any collectionsale of, sale, foreclosure collection from or other realization upon all or any Collateralpart of the Pledged Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, as well as together with any other sums then held by the Collateral consisting of cashAgent pursuant to this Agreement, as follows: FIRST, to the payment of all reasonable fees, costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee Administrative Agent in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document Agreement or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document Mortgage on behalf of any Grantor, Pledgor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture DocumentMortgage; SECOND, to the Trustee for distribution payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureSecured Obligations owed to them on the date of any such distribution); THIRD, to the applicable Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof. (b) If at any time any moneys collected or received by the Collateral Agent pursuant to this Agreement are distributable pursuant to paragraph (a) above to the Existing Senior Notes Trustee, and if the Existing Senior Notes Trustee shall notify the Collateral Agent in writing that no provision is made under the Existing Senior Notes Indenture for the application by the Existing Senior Notes Trustee of such moneys (whether because the Existing Senior Notes Indenture does not effectively provide for the receipt and the holding by the Existing Senior Notes Trustee of such moneys pending the application thereof or otherwise), then the Collateral Agent, after receipt of such moneys pending the application thereof, shall at the direction of the Existing Senior Notes Trustee, invest such amounts in Eligible Securities maturing within 90 days after they are acquired by the Collateral Agent or, in the absence of such direction, hold such moneys uninvested and shall hold all such amounts so distributable and all such investments and the net proceeds thereof in trust solely for the Existing Senior Notes Trustee (in its capacity as trustee) and for no other purpose until such time as the Existing Senior Notes Trustee shall request in writing the delivery thereof by the Collateral Agent for application pursuant to the Existing Senior Notes Indenture. The Collateral Agent shall not be responsible for any diminution in funds resulting from any such investment or any liquidation thereof prior to maturity. (c) In making the determination and allocations required by this Section 4.02, the Collateral Agent may conclusively rely upon information supplied by the Existing Senior Notes Trustee as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Existing Senior Notes Obligations and information supplied by the Administrative Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Credit Agreement 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 in any information so supplied. All distributions made by 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 Collateral Agent shall have no duty to inquire as to the application by the Administrative Agent or the Existing Senior Notes Trustee of any amounts distributed to them.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the Collateral The Administrative Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Administrative Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Administrative Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable out-of-pocket costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, Loan Document and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Documentall Administrative Agent’s fees; SECOND, to the Trustee for distribution payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureSecured Obligations owed to them on the date of any such distribution); and THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the Collateral The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral 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 Obligations.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the Collateral Agent shall apply the The proceeds of any collection, sale, foreclosure or other realization upon any Collateralsale of Collateral pursuant to Section 8(b), as well as any Collateral consisting of cashcash under Section 8(a), shall be applied by the Collateral Agent as follows: FIRSTFirst, to the payment of the reasonable costs and expenses of the Collateral Agent as set forth in Section 8(b); Second, to the payment of all reasonable costs amounts of the Swissco Obligations owed to the Secured Parties in respect of Loans made by them and expenses incurred by the Collateral Agent (outstanding and amounts owing in its capacity as such hereunder respect of any LC Disbursement or Letter of Credit or under any Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement with a Lender, pro rata as among the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution Secured Parties in accordance with the priorities set forth amount of such Swissco Obligations owed them; Third, to the payment and discharge in Section 6.10 full of the IndentureSwissco Obligations (other than those referred to above), pro rata as among the Secured Parties in accordance with the amount of such Swissco Obligations owed to them; and Fourth, after payment in full of all the Swissco Obligations, to the Pledgor, or the successors or assigns thereof, or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, any Collateral then remaining. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the Collateral The Administrative Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Administrative Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Administrative Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in full of the Obligations in accordance with Section 10.2 of the Credit Agreement (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureObligations owed to them on the date of any such distribution); and THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct in accordance with Section 10.2 of the Credit Agreement. Except as otherwise provided herein, the Collateral The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any Lender to collect such deficiency. Notwithstanding the foregoing, the proceeds of any collection, sale, foreclosure or realization upon any Collateral of any Grantor shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other Obligations.

Application of Proceeds. (a) Subject to each the Intercreditor Agreement (if any), the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to in the payment of all reasonable costs and expenses incurred by order provided for in the Collateral Agent Credit Agreement. (in its capacity as such hereunder or under the Indenture or any other Indenture Documentb) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 of the Indenture. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys monies or balances in accordance with this Agreement and each Intercreditor Agreement (if any)the Credit Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof. (c) In making the determinations and allocations required by this Section 4.02, the Collateral Agent may conclusively rely upon information supplied to or by the Collateral Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the 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 Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Collateral Agent of any amounts distributed to it.

Application of Proceeds. (a) Subject to each the terms of the Intercreditor Agreement (if any)Agreement, the Notes Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as including any Collateral consisting of cash, as follows: FIRSTFirst, to the payment pay Obligations in respect of all reasonable costs incurred and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable unpaid fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Notes Collateral Agent and the Trustee required under the Notes Documents; Second, towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the Secured Parties. Third, towards payment of any remaining Obligations, pro rata among the Secured Parties according to the amounts of the Obligations then held by the terms hereunderSecured Parties; and Last, under any balance remaining after the Indenture or any other Indenture Document; SECOND, Obligations shall have been paid in full shall be paid over to the Trustee for distribution in accordance with Issuer or to whomsoever may be lawfully entitled to receive the priorities set forth in Section 6.10 of the Indenturesame. Except as otherwise provided herein, the The Notes Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Notes Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Notes 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 Notes Collateral Agent or such officer or be answerable in any way for the misapplication thereof. (b) In making the determinations and allocations required by this Section 3.02, the Notes Collateral Agent may conclusively rely upon information supplied by the Trustee as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the 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 Grantor 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

Application of Proceeds. Subject to each the Intercreditor Agreement (if any)Agreements, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses and indemnification obligations incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document Noteholder Documents or any of the Notes Obligations, including including, without limitation, all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Noteholder Document on behalf of any GrantorPledgor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Noteholder Document, and any indemnification of all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent and or the Trustee required by the terms hereunder, under the Indenture or any other Indenture DocumentNoteholder Document in its capacity as such; SECOND, to the Trustee for distribution payment in full of the Notes Obligations (the amounts so applied to be distributed among the Indenture Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 respective amounts of the Indenture. Except as otherwise provided herein, Notes Obligations owed to them on the Collateral Agent shall have absolute discretion as to the time of application date of any such proceedsdistribution); and THIRD, moneys to the Issuer, its successors or balances in accordance with this Agreement and each Intercreditor Agreement (if any)assigns or as a court of competent jurisdiction may otherwise direct. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. If, after receipt of any payment which is applied to the payment of all or any part of any Notes Obligations, the Collateral Agent, Trustee or any Holder is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set-off, or a diversion of trust funds, or for any other reason, then the Notes Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by such Collateral Agent, Trustee or Holder and the Issuer shall be liable to pay to such Collateral Agent, Trustee and the Holders, and shall indemnify the Collateral Agent, Trustee and the Holders and holds the Collateral Agent, Trustee and the Holders harmless for the amount of such payment or proceeds surrendered. The provisions of this paragraph shall be and remain effective notwithstanding any contrary action which may have been taken by the Collateral Agent, Trustee or any Holder in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Collateral Agent’s, Trustee’s and the Holders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this paragraph shall survive the termination of this Agreement.

Application of Proceeds. (a) Subject to each Intercreditor Agreement (if any), the Collateral Agent shall apply the proceeds terms of any collectionapplicable intercreditor agreement contemplated by this Agreement, salein connection with the exercise of remedies provided for in Section 7.01, foreclosure any amounts received on account of the Secured Obligations (including in respect of any sale of, collection from or other realization upon all or any Collateral, as well as part of the Collateral (including any Collateral consisting of cash, ) or the Guarantees) shall be applied by the Administrative Agent to the payment of the Secured Obligations as follows: FIRST: (i) first, to the payment of all reasonable and documented or invoiced out of pocket costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such sale, collection, sale, foreclosure or other realization or reasonable costs, expenses, claims or liabilities otherwise and to the payment of all other amounts owing to each of the Administrative Agent and the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out of pocket court costs and the reasonable fees and expenses of its agents and legal counselagents, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or it under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Loan Document, in each case, if and any indemnification to the extent payable pursuant to the terms of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECONDLoan Documents; (ii) second, to the Trustee for distribution payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureSecured Obligations owed to them on the date of any such distribution) in accordance with this Agreement; (iii) third, to any agent of any other junior secured debt, in accordance with any applicable intercreditor agreement; and (iv) fourth, to the Borrower, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the Collateral The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement Agreement. (if any). Upon any sale of Collateral by b) Notwithstanding anything to the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceedingcontrary in Section 7.03(a), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge Excluded Swap Obligations with respect to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers any Subsidiary Loan Party shall not be obligated paid with amounts received from such Subsidiary Loan Party or its assets, but appropriate adjustments shall be made with respect to see payments from other Loan Parties to preserve the application of any part of the purchase money paid over allocation to the Collateral Agent or such officer or be answerable Secured Obligations otherwise set forth in any way for the misapplication thereofSection 7.03(a).

Application of Proceeds. Subject to each the terms of any applicable Intercreditor Agreement (if any)Agreement, the First Lien Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the First Lien Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture First Lien Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the First Lien Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture First Lien Loan Document on behalf of any Grantor, Loan Party and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture First Lien Loan Document; SECOND, to the Trustee for distribution payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureSecured Obligations owed to them on the date of any such distribution); THIRD, to any agent of any other junior secured debt, in accordance with any applicable intercreditor agreement; and FOURTH, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The First Lien Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the First Lien Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the First Lien 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 First Lien Collateral Agent or such officer or be answerable in any way for the misapplication thereof. The First Lien Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations. Notwithstanding the foregoing, Excluded Swap Obligations with respect to any Subsidiary Loan Party shall not be paid with amounts received from such Subsidiary Loan Party or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above.

Application of Proceeds. Subject to each Intercreditor Agreement (if any)The Collateral Agent may, in the sole discretion of the Collateral Agent shall Agent, apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of the Collateral, as well as any Collateral consisting of cash, as followscash against the respective Obligations of the relevant Grantor then due and owing in the following order of priority: FIRST, to the payment of all reasonable costs and reasonable expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document Agreement or any of the ObligationsObligations of the relevant Grantor then due and owing, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all reasonable advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, such Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution payment in full of the Obligations of the relevant Grantor then due and owing (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of such Obligations then due and owing to them on the Indenturedate of any such distribution); and THIRD, to the relevant Grantor, its successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each any applicable Intercreditor Agreement (if any)Agreement, the Collateral Agent Mortgagee shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon sale of the Mortgaged Property at any Collateral, as well as any Collateral consisting of cash, as follows: FIRSTtime after receipt in the order set forth below: (a) first, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee Mortgagee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this AgreementMortgage, the Indenture or any other Indenture Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee Mortgagee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Mortgagor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Loan Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND; (b) second, to the Trustee for distribution payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureSecured Obligations owed to them on the date of any such distribution); and (c) third, to the Mortgagor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the Collateral Agent The Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Mortgage. Upon any sale of Collateral Mortgaged Property by the Collateral Agent Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral Mortgaged Property 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 Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the Collateral The Administrative Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Administrative Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Obligations, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Administrative Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any GrantorPledgor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Loan Document, and all other fees, indemnities and other amounts owing or reimbursable to the Administrative Agent under any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture DocumentLoan Document in its capacity as such; SECOND, to payment of all fees, indemnities and other amounts (other than principal and interest) payable to the Trustee for distribution Issuing Bank in capacity as such and of any amount required to be paid to the Issuing Bank by any Revolving Facility Lender pursuant to Section 2.05(e) and (h) of the Credit Agreement and not paid by such Revolving Facility Lender (which shall be payable to the Administrative Agent if the Administrative Agent advanced such payment to the Issuing Bank in anticipation of such payment by such Revolving Facility Lender and otherwise, to the Issuing Bank); THIRD, to the payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 respective amounts of the IndentureObligations owed to them on the date of any such distribution, which in the case of Letters of Credit, shall be paid by deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash in U.S. Dollars equal to the aggregate Revolving L/C Exposure as of such date plus any accrued and unpaid interest thereon); and FOURTH, to the Borrower, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the Collateral The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by 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 purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. If, after receipt of any payment which is applied to the payment of all or any part of any Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set-off, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Borrower shall be liable to pay to the Administrative Agent and the Lenders, and shall indemnify the Administrative Agent and the Lenders and holds the Administrative Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this paragraph shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this paragraph shall survive the termination of this Agreement.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the The Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Note Document or any of the Note Obligations, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counselcounsel for the Collateral Agent, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Note Document on behalf of any GrantorPledgor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Note Document, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any indemnification Note Document in its capacity as such; SECOND, to the payment in full of the Note Obligations (the amounts so applied to be (i) allocated between principal (or equivalent) and interest in the absolute discretion of the Collateral Agent and (ii) distributed among the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 respective amounts of the IndentureNote Obligations owed to them on the date of any such distribution; and THIRD, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each the terms of the Equal Priority Intercreditor Agreement (if any)Agreement, all proceeds collected by the Collateral Agent shall apply the proceeds of upon any collection, sale, foreclosure or other realization upon any CollateralCollateral (including any distribution pursuant to a plan of reorganization), as well as including any Collateral consisting of cash, shall be applied as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in its their capacity as such hereunder or under the Indenture or any other Indenture Loan Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Administrative Agent or the Trustee Collateral Agent hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Loan Party and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for payment in full of all Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); THIRD, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. In addition, in the event that the Collateral Agent receives any non-cash distribution upon any collection, sale, foreclosure or other realization upon any Collateral, such non-cash distribution shall be allocated in the manner described above, with the value of such non-cash distribution being reasonably determined by the Collateral Agent; provided that the Collateral Agent shall apply any cash distribution in accordance with the priorities set forth in this Section 6.10 7.2 prior to application of the Indentureany such non-cash distribution. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the Collateral The Administrative Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral any Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Obligations, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral any Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any GrantorPledgor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Loan Document, and all other fees, indemnities and other amounts owing or reimbursable to any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture DocumentLoan Document in its capacity as such; SECOND, to the Trustee for distribution payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 respective amounts of the IndentureObligations owed to them on the date of any such distribution); and THIRD, to the Borrower, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the Collateral The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. If, after receipt of any payment which is applied to the payment of all or any part of any Obligations, any Agent, Lender or other Secured Party is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set-off, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by such Agent, Lender or other Secured Party and the Borrower shall be liable to pay to such Agent the Lenders, and the other Secured Parties, and shall indemnify each Agent, the Lenders and the other Secured Parties and shall hold each Agent, the Lenders and the other Secured Parties harmless for the amount of such payment or proceeds surrendered. The provisions of this paragraph shall be and remain effective notwithstanding any contrary action which may have been taken by any Agent, Lender or other Secured Party in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to such Agent’s, the Lenders’ and the other Secured Parties’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this paragraph shall survive the termination of this Agreement.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), All proceeds collected by the Collateral Administrative Agent shall apply the proceeds of upon any collection, sale, foreclosure or other realization upon any CollateralCollateral (including without limitation any distribution pursuant to a plan of reorganization), as well as including any Collateral consisting of cash, shall be applied as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Administrative Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Loan Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Administrative Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Loan Party and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for payment in full of all Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); THIRD, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. In addition, in the event that the Administrative Agent receives any non-cash distribution upon any collection, sale, foreclosure or other realization upon any Collateral, such non-cash distribution shall be allocated in the manner described above, with the value of such non-cash distribution being reasonably determined by the Administrative Agent; provided that the Administrative Agent shall apply any cash distribution in accordance with the priorities set forth in this Section 6.10 7.2 prior to application of the Indentureany such non-cash distribution. Except as otherwise provided herein, the Collateral The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), a) All Proceeds collected by the Collateral Agent shall apply the proceeds of upon any collection, sale, foreclosure other disposition of or other realization upon any of the Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of together with all reasonable costs and expenses incurred other moneys received by the Collateral Agent (in its capacity as such hereunder or under following the Indenture or any other Indenture Document) occurrence and during the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities continuance of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any an Event of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution Default shall be applied in accordance with the priorities set forth in Section 6.10 2.16(b) of the Indenture. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time Credit Agreement (b) For purposes of application of any such proceeds, moneys or balances applying amounts in accordance with this Section, the Agent shall be entitled to rely upon any Secured Party that has entered into a Swap Obligation with any Pledgor or provided any cash management services to any Pledgor for a determination (which such Secured Party agrees to provide or cause to be provided upon request of the Agent) of the outstanding Swap Obligations or Banking Services Obligations owed to such Secured Party. Unless it has actual knowledge (including by way of written notice from any such Secured Party) to the contrary, the Agent, in acting hereunder, shall be entitled to assume that no Swap Obligations or Banking Services Obligations or Secured Obligations in respect thereof are in existence between any Secured Party and any Pledgor. (c) Each Pledgor shall remain liable to the extent of any deficiency between the amount of all Proceeds realized upon sale, other disposition or collection of the Collateral, and monies held as Collateral pursuant to this Agreement and each Intercreditor Agreement (if any)the aggregate amount of Secured Obligations. Upon any sale of any Collateral hereunder by the Collateral Agent (including pursuant to a whether by virtue of the power of sale granted by statute or under a herein granted, pursuant to judicial proceeding, or otherwise), the receipt of by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold sold, and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the The Collateral Agent shall shall, following written instruction from the Applicable First Lien Agent and subject to the Intercreditor Agreements, promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document Document, any Other First Lien Agreement or any of the ObligationsObligations secured by such Collateral, including including, without limitation, all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances (if any) made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document or any Other First Lien Agreement on behalf of any GrantorPledgor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or hereunder, under the Indenture or any other Indenture DocumentDocument or any Other First Lien Agreement, and any indemnification of all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent and the Trustee required by the terms hereunder, under the any Indenture Document or any other Indenture DocumentOther First Lien Agreement in its capacity as such; SECOND, to the Trustee for distribution payment in full of the Obligations secured by such Collateral (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 respective amounts of such Obligations owed to them on the Indenturedate of any such distribution); and THIRD, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided hereinNotwithstanding the foregoing, no amount received from any guarantor, or from the proceeds of Collateral pledged by such guarantor, shall be applied to any Excluded Swap Obligations of such guarantor. Following written instruction from the Applicable First Lien Agent, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject After the occurrence and during the continuance of an Event of Default, any money collected by the Trustee pursuant to each Intercreditor this Agreement (if any), or any other Security Document shall be applied by the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as any Collateral consisting of cash, Trustee as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent Trustee (in its capacity as such hereunder or and under the Indenture other Security Documents or any other Indenture Documentas Trustee under the Indenture) and the Trustee in connection with such collectionthe management, sale, foreclosure operation and maintenance of any Collateral after an Event of Default and any collection or realization or reasonable costs, expenses, claims or liabilities sale of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Security Document or any of the Security Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Security Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Security Document; SECOND, to the Trustee for distribution payment in full of the Security Obligations (the amounts so applied to be distributed among the holders of Securities pro rata in accordance with the priorities set forth in Section 6.10 amounts of Security Obligations owed to them on the Indenturedate of any such distribution); and THIRD, to the Grantors, their respective successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the Collateral Agent The Trustee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of the Collateral by the Collateral Agent Trustee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent Trustee 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 Trustee or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject (a) All proceeds received by the Agent or the Lenders in respect of the repayment of any sums due hereunder or in connection with a foreclosure sale of all or any portion of the Collateral after the occurrence of an Event of Default shall be applied, first, to each Intercreditor Agreement the costs of enforcement of the Lenders' rights hereunder and under the other Loan Documents; second, to pay any accrued and unpaid interest (if anyincluding all interest owing at the Default Rate), the Collateral Agent principal amount of the Advances and any unpaid fees payable under this Agreement and the other Loan Documents in such order of priority as the Agent, in its sole and absolute discretion shall apply determine but subject to the rights of the Lenders; and third, if any excess proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as any Collateral consisting of cash, as follows: FIRSTexist, to the Borrower or any party entitled thereto as a matter of law. If the amount of all proceeds received in liquidation of the Collateral which shall be applied to payment of the indebtedness due in respect of this Agreement, the Promissory Notes and the Loan Documents shall be insufficient to pay all such indebtedness or obligations in full, the Borrower acknowledges that it shall remain liable for any deficiency, together with interest thereon and costs of collection thereof (including reasonable counsel fees and legal expenses). (b) The Agent shall have the right, but not the obligation, to deposit any proceeds in its possession which are available under clause third of Section 6.4(a) above into a court of competent jurisdiction for determination by such court of the disposition of such excess proceeds and upon such deposit, the Agent shall have no further liability with respect to such proceeds. All costs and expenses incurred by of the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collectionaction may be deducted or charged by the Agent against such excess proceeds and shall otherwise be reimbursed by the Borrower upon demand. The Agent shall have the right, salebut not the obligation, foreclosure or realization or reasonable costs, expenses, claims or liabilities to request and rely on the instructions of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee Borrower in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 of the Indenture. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application disposition of any such excess proceeds and, upon compliance with such instructions, shall have no further liability with respect to such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any). Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof.

Application of Proceeds. Subject to each the terms of the Intercreditor Agreement (if any)Agreement, all cash proceeds received by the Collateral Agent shall apply the proceeds in respect of any collectionsale of, salecollection from, foreclosure or other realization upon all or any Collateral, as well as any part of the Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred shall be promptly applied by the Collateral Agent as follows: (in its capacity as such hereunder or under a) First, to payment of that portion of the Indenture or any Secured Obligations constituting fees, indemnities, expenses and other Indenture Document) amounts payable to the Agents and incurred by the Trustee Agents in connection with such collection, sale, foreclosure collection or realization other realization, or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee Agents hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, any Obligor and other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Loan Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND; (b) Second, to the Trustee for distribution payment in accordance with full of the priorities set forth Secured Obligations, the amounts so applied to be distributed among the Secured Parties as specified in Section 6.10 9.21 of the Indenture. Except Credit Agreement; and (c) Last, the balance, if any, after all Secured Obligations have been indefeasibly paid in full, to the Borrower (to be distributed among the Obligors, at the discretion of the Borrower) or as otherwise provided hereinrequired by applicable law. The Collateral Agent, acting at the Collateral Agent written direction of the Administrative Agent, shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)the other Loan Documents. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of the Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Loan Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Obligations, Obligations including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureObligations owed to them on the date of any such distribution); and THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. For purposes of making any payment hereunder in respect of any DVA Obligations, the Collateral Agent may rely upon any statement or certificate presented to it by any Grantor or DVA Creditor (or any agent for such DVA Creditor) with respect to the amount of such DVA Obligation, and any distribution by the Collateral Agent of funds to any agent for any of the DVA Creditors shall be sufficient to discharge the obligations of the Collateral Agent in respect of such DVA Obligations, and the Collateral Agent shall not be required to see to the application of such funds by such agent.

Application of Proceeds. Subject to each Intercreditor Agreement (if any)Section 6.01, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of the Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and reasonable expenses incurred by the Administrative Agent or the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Loan Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document Agreement or any of the Revolving Credit Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in full of the Revolving Credit Obligations and the Reimbursement Obligations in accordance with Section 5.04 of the Intercreditor Agreement (the amounts so applied to be distributed among the secured parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureRevolving Credit Obligations and/or Reimbursement Obligations owed to them on the date of any such distribution) THIRD, to the payment in full of the Indenture Obligations outstanding; and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the a) The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, hereunder or under any other Security Document, including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Administrative Agent or the Trustee Collateral Agent hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, subject to the Trustee for distribution provisions of Sections 4.02(b), (c) and (d), to the payment in full of the Secured Obligations other than the Secured Swap Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth amounts of such Secured Obligations owed to them on the date of any such distribution); THIRD, subject to the provisions of Sections 4.02(b), (c) and (d), to the payment in Section 6.10 full of the IndentureSecured Swap Obligations (the amounts so applied to be distributed among the Secured Swap Parties pro rata in accordance with the amounts of such Secured Swap Obligations owed to them on the date of any such distribution); and FOURTH, subject to any Intercreditor Agreement in effect at the time, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. (b) Notwithstanding any provision of this Agreement or any other Security Document to the contrary, if and to the extent that, on any distribution date, any proceeds of any collection or sale of Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, hereunder or under any other Security Document constitute proceeds of Restricted Property, then such proceeds, when distributed pursuant to clause Second or Third of Section 4.02(a), shall be applied (i) first, to the payment in full of the Secured Obligations that are Unrestricted Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of such Secured Obligations owed to them on the date of any such distribution), and (ii) second, to the payment in full of the other Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance the amounts of such Secured Obligations owed to them on the date of any such distribution); provided that the aggregate amount of proceeds of Restricted Property distributed pursuant to clause (ii) above shall not exceed the Maximum Distribution Amount, and, subject to any Intercreditor Agreement in effect at the time, any excess shall, when distributed, be distributed pursuant to clause Fourth of Section 4.02(a). (c) The Collateral Agent shall make all payments and distributions under Section 4.02(a): (i) on account of Revolving Loan Document Obligations to the Administrative Agent, pursuant to directions of the Administrative Agent, for redistribution to the holders of the applicable Revolving Loan Document Obligations; and (ii) on account of Term Loan Document Obligations to the Trustee, pursuant to directions of the Trustee, subject to the terms of the Indenture, for redistribution to the holders of the applicable Term Loan Document Obligations. (d) In making the determinations and allocations required by this Section 4.02, the Collateral Agent may conclusively rely upon information supplied by the Administrative Agent, the Trustee or any holder of Secured Obligations as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations, and information supplied by the Parent or the Borrower as to the Maximum Distribution Amount, 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 (i) any Loan Party from contesting any amounts claimed by any Secured Party in any information so supplied or (ii) any Secured Party from contesting any amount so supplied by the Parent or the Borrower. In addition, for purposes of making the allocations required by Section 4.02(a) with respect to any amount that is denominated in any currency other than Dollars, the Collateral Agent shall, on or prior to the applicable distribution date, convert such amount into an amount of Dollars based upon the relevant Spot Exchange Rate as of a recent date specified by the Collateral Agent in its reasonable discretion. All distributions made by the Collateral Agent pursuant to Section 4.02(a) shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Administrative Agent or the Trustee of any amounts distributed to it for distribution to any Secured Parties.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all actual, reasonable and documented costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 of the Indenture. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the The Collateral Agent shall shall, subject to the Intercreditor Agreement, promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreementthe Indenture, the Indenture or any other Indenture Document or any of the ObligationsObligations secured by such Collateral, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances (if any) made by the Collateral Agent or the Trustee hereunder or under the Indenture or under any other Indenture Document on behalf of any GrantorPledgor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent and the Trustee required by the terms hereunder, under the any Indenture or any other Indenture DocumentDocument in its capacity as such; SECOND, to the Trustee for distribution payment in full of the Obligations secured by such Collateral (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 respective amounts of such Obligations owed to them on the Indenturedate of any such distribution); and THIRD, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each the ABL Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement and the Second Lien/Second Lien Intercreditor Agreement (if anyentered into), upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any Collateralsale of Collateral realized through the exercise by the Collateral Agent of its remedies hereunder, as well as any Collateral consisting of cashcash at any time when remedies are being exercised hereunder, in accordance with Section 6.10 of the Notes Indenture, Section 2.01 of the ABL Intercreditor Agreement or Section 4.2 of the First Lien/Second Lien Intercreditor Agreement, as follows: FIRSTapplicable, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collectionor, saleafter a Second Lien/Second Lien Intercreditor Agreement has been entered into, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 of the IndentureSecond Lien/Second Lien Intercreditor Agreement. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any)At such intervals as may be elected by the Administrative Agent upon its receipt of any payments or Net Cash Proceeds in respect of the Secured Obligations, the Collateral Administrative Agent may or, if an Event of Default shall have occurred and be continuing, upon its receipt of any payments or Net Cash Proceeds in respect of the Secured Obligations, the Administrative Agent shall apply all or any part of Net Cash Proceeds from the proceeds of any collectionsale of, sale, foreclosure or other realization upon any Collateralupon, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 of the Indenture. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any). Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 Collateral in payment of the Secured Obligations as set forth below (subject to the terms of the Credit Agreement). Any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same. Any balance of such Net Cash Proceeds remaining after the Secured Obligations shall have been Paid in Full shall be paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive the same. In the absence of a specific determination by the Administrative Agent, and at all times during the continuation of an Event of Default, the Net Cash Proceeds from the sale of, or other realization upon, all or any part of the Collateral Agent or such officer or in payment of the Secured Obligations shall be answerable applied in any way for the misapplication thereof.following order: FIRST, TO THE PAYMENT OF ALL FEES, REASONABLE COSTS, REASONABLE EXPENSES AND INDEMNITIES OF THE ADMINISTRATIVE AGENT (IN ITS CAPACITY AS SUCH), INCLUDING ATTORNEY COSTS, AND ANY OTHER SECURED OBLIGATIONS THEN DUE AND PAYABLE TO THE ADMINISTRATIVE AGENT IN RESPECT OF SUMS ADVANCED BY THE ADMINISTRATIVE AGENT TO PRESERVE THE COLLATERAL OR TO PRESERVE ITS SECURITY INTEREST IN THE COLLATERAL, UNTIL PAID IN FULL; SECOND, TO THE PAYMENT OF ALL FEES, REASONABLE COSTS, REASONABLE EXPENSES AND INDEMNITIES OF THE LENDERS, PRO-RATA, UNTIL PAID IN FULL; THIRD, TO THE PAYMENT OF ALL OF THE SECURED OBLIGATIONS CONSISTING OF ACCRUED AND UNPAID INTEREST THEN DUE AND PAYABLE TO THE LENDERS, PRO-RATA, UNTIL PAID IN FULL; FOURTH, TO THE PAYMENT OF ALL SECURED OBLIGATIONS CONSISTING OF PRINCIPAL THEN DUE AND PAYABLE TO THE LENDERS, PRO-RATA, UNTIL PAID IN FULL; FIFTH, TO THE PAYMENT OF THE ADMINISTRATIVE AGENT AN AMOUNT EQUAL TO ALL SECURED OBLIGATIONS IN RESPECT OF ALL OUTSTANDING LETTERS OF CREDIT, IF ANY, TO BE HELD AS CASH COLLATERAL IN RESPECT OF SUCH OBLIGATIONS; SIXTH, TO THE PAYMENT OF ALL BANK PRODUCTS OBLIGATIONS AND SPECIFIED HEDGING OBLIGATIONS THEN DUE AND PAYABLE TO ANY LENDER OR ITS AFFILIATES, PRO-RATA, UNTIL PAID IN FULL; SEVENTH, TO THE PAYMENT OF ALL OTHER SECURED OBLIGATIONS THEN DUE AND PAYABLE TO EACH LENDER, PRO-RATA, UNTIL PAID IN FULL; AND

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the The Collateral Agent shall apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Applicable Agent and the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Applicable Agent and the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Pledgor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 respective amounts of the IndentureObligations owed to them on the date of any such distribution); and THIRD, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the Collateral The Administrative Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Pledged Collateral, as well as including any Pledged Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Administrative Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Administrative Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Loan Document, and any indemnification of in each case subject to the Collateral Agent and limitations set forth in the Trustee required by the terms hereunder, under the Indenture or any other Indenture DocumentCredit Agreement; SECOND, to the Trustee for distribution payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureSecured Obligations owed to them on the date of any such distribution); and THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the Collateral The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Pledged Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Pledged Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Pledged Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any Lender to collect such deficiency. Notwithstanding the foregoing, the proceeds of any collection, sale, foreclosure or realization upon any Pledged Collateral of any Grantor, including any collateral consisting of cash, shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other secured obligations.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the Collateral The Administrative Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral any Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Obligations, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral any Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any GrantorPledgor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Loan Document, and all other fees, indemnities and other amounts owing or reimbursable to any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture DocumentLoan Document in its capacity as such; SECOND, to the Trustee for distribution payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 respective amounts of the IndentureObligations owed to them on the date of any such distribution); and THIRD, to the Borrower, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the Collateral The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. If, after receipt of any payment which is applied to the payment of all or any part of any Obligations, any Agent, Lender or other Secured Parties is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set-off, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by such Agent, Lender or other Secured Party and the Borrower shall be liable to pay to such Agent, the Lenders and the other Secured Parties, and shall indemnify each Agent, the Lenders and the other Secured Parties and shall hold each Agent, the Lenders and the other Secured Parties harmless for the amount of such payment or proceeds surrendered. The provisions of this paragraph shall be and remain effective notwithstanding any contrary action which may have been taken by any Agent, Lender or other Secured Parties in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to such Agents’, the Lenders’ and the other Secured Parties’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this paragraph shall survive the termination of this Agreement.

Application of Proceeds. Subject to each Intercreditor Agreement (if any)applicable law, the Collateral Administrative Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Administrative Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Administrative Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture DocumentLoan Document in its capacity as such; SECOND, to the Trustee for distribution payment in full of the Secured Obligations secured by such Collateral (the amounts so applied to be distributed among the applicable Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the Indentureapplicable Secured Obligations owed to them on the date of any such distribution); and THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the Collateral The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. Notwithstanding the foregoing, no Proceeds of Collateral securing solely the Foreign Secured Obligations shall be applied to Domestic Secured Obligations.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureSecured Obligations owed to them on the date of any such distribution); and THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Collateral Agent or any Lender to collect such deficiency. Notwithstanding the foregoing, the proceeds of any collection, sale, foreclosure or realization upon any Collateral of any Grantor, including any collateral consisting of cash, shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other secured obligations.

Application of Proceeds. Subject to each Intercreditor Agreement (if any)If an Event of Default shall have occurred and is continuing, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent or the Collateral Agent (in its capacity their respective capacities as such hereunder or under the Indenture or any other Indenture Loan Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable out-of-pocket costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, the Swingline Lender and any Issuing Bank pro rata in accordance with the priorities set forth amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in Section 6.10 full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the IndentureObligations owed to them on the date of any such distribution); FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof.

Application of Proceeds. Subject to each the ABL Intercreditor Agreement (if any)Agreement, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee Administrative Agent in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Credit Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counselcounsel (to the extent required to be reimbursed pursuant to the terms of the Credit Documents), the repayment of all advances made by the Collateral Agent or the Trustee Administrative Agent hereunder or under the Indenture or any other Indenture Credit Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Credit Document; SECOND, to the Trustee for distribution payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureSecured Obligations owed to them on the date of any such distribution); and THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof. It is understood and agreed that the Grantors 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, including any attorneys fees and other expenses incurred by the Collateral Agent or any other Secured Party to collect such deficiencies (to the extent required to be reimbursed pursuant to the terms of the Credit Documents).

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in its capacity their respective capacities as such hereunder or under the Indenture or any other Indenture Loan Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, the Swingline Lender and any Issuing Bank pro rata in accordance with the priorities set forth amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in Section 6.10 full of the IndentureObligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the Collateral Agent shall apply the The proceeds of any collection, sale, foreclosure or other realization upon any Collateralsale of Collateral pursuant to Section 8(b), as well as any Collateral consisting of cashcash under Section 8(a), shall be applied by the Collateral Agent as follows: FIRSTFirst, to the payment of the reasonable costs and expenses of the Collateral Agent as set forth in Section 8(b); Second, to the payment of all reasonable costs amounts of the Foreign Obligations owed to the Secured Parties in respect of Loans made by them and expenses incurred by the Collateral Agent (outstanding and amounts owing in its capacity as such hereunder respect of any LC Disbursement or Letter of Credit or under any Cash Management Arrangement, Commodity Rate Protection Agreement or Interest/Exchange Rate Protection Agreement with a Lender, pro rata as among the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution Secured Parties in accordance with the priorities set forth amount of such Foreign Obligations owed them; Third, to the payment and discharge in Section 6.10 full of the IndentureForeign Obligations (other than those referred to above), pro rata as among the Secured Parties in accordance with the amount of such Foreign Obligations owed to them; and Fourth, after payment in full of all the Foreign Obligations, to the Pledgor, or the successors or assigns thereof, or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, any Collateral then remaining. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the Collateral The Administrative Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any the Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by by, and all indemnity and fee obligations (other than contingent indemnification and expense reimbursement obligations for which no claim has been made) owed to, the Collateral Administrative Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or other realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Administrative Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution Payment in Full of the Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureObligations owed to them on the date of any such distribution); and THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided hereinNotwithstanding the foregoing, the Collateral no amounts received from any Excluded Swap Guarantor shall be applied to any Excluded Swap Obligations of such Excluded Swap Guarantor. The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject Whether or not any Insolvency Proceeding has been commenced by or against any Obligor, any Collateral or proceeds thereof received in connection with any Exercise of Secured Creditor Remedies and proceeds of Collateral received pursuant to each Intercreditor Agreement Section 3(b) or Section 4(e) shall (if anyat such time as such Collateral or proceeds has been monetized) be applied: (i) first, to the payment in full in cash of costs and expenses of the Senior Agents in connection with such Exercise of Secured Creditor Remedies or such Dispositions pursuant to Section 3(b) or Section 4(e)), (ii) second, to the Collateral Agent shall apply payment in full in cash or cash collateralization of the proceeds Senior Obligations in accordance with the Senior Loan Documents, and in the case of payment or prepayment of any collectionrevolving credit loans, saletogether with the concurrent permanent reduction of any revolving credit commitment thereunder in an amount equal to the amount of such payment (it being understood that in the case of payment or prepayment of any term loans, foreclosure such term loans shall be permanently reduced by the amount of such payment or other realization upon any Collateralprepayment), as well as any Collateral consisting of cash, as follows: FIRST(iii) third, to the payment of all reasonable costs and expenses incurred by of the Collateral Subordinated Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities Exercise of Secured Creditor Remedies (to the Collateral Agent or extent the Trustee otherwise relating to or arising in connection with Subordinated Agent’s Exercise of Secured Creditor Remedies is permitted under this Agreement) or such Dispositions pursuant to Section 3(b) or Section 4(e)), the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND(iv) fourth, to the Trustee for distribution payment in full in cash of the Subordinated Obligations in accordance with the priorities set forth Subordinated Loan Documents, and (v) fifth, to the payment in Section 6.10 full of the IndentureExcess Senior Obligations. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time If any Exercise of application of any such proceeds, moneys or balances in accordance Secured Creditor Remedies with this Agreement and each Intercreditor Agreement (if any). Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 respect to the Collateral Agent produces non-cash proceeds, or if non-cash proceeds are received pursuant to Section 3(b) or Section 4(e), then such officer or non-cash proceeds shall be answerable in any way held by the Senior Agents as additional Collateral for the misapplication thereofSenior Obligations and the Subordinated Obligations and, at such time as such non-cash proceeds are monetized, shall be applied as set forth above.

Application of Proceeds. Subject So long as the Discharge of First-Lien Obligations has not occurred, any Collateral or proceeds thereof received by any Secured Creditor pursuant to each Intercreditor Agreement (if any), the Collateral Agent shall apply the proceeds enforcement of any Collateral Document or the exercise of any rights or remedies (including setoff) with respect to all or any portion of the Collateral, whether available under any Collateral Document, pursuant to applicable law or otherwise, together with all other proceeds received by any Secured Party (including all funds received in respect of post-petition interest or fees and expenses) as a result of any such enforcement or the exercise of any such rights or remedies or from the collection, sale, foreclosure disposition or other realization upon on the Collateral or as a result of any Collateral, as well as distribution of or in respect of any Collateral consisting (whether or not expressly characterized as such) upon or in any Insolvency or Liquidation Proceeding with respect to any Grantor (including, without limitation, any such distribution which would otherwise, but for the terms hereof, be payable or deliverable in respect of cashthe Second-Lien Obligations), as follows: FIRST, or the application of any Collateral (or proceeds thereof) to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture thereof or any other Indenture Documentdistribution of Collateral (or proceeds thereof) and upon the Trustee in connection with such collection, sale, foreclosure liquidation or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf dissolution of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 of the Indenture. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any). Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 First-Lien Agent, for the misapplication thereofbenefit of the First-Lien Secured Parties, and applied by the First-Lien Agent to the First-Lien Obligations (including, without limitation, for purposes of cash collateralization of Letters of Credit and Secured Rate Contracts) in such order as specified in the relevant First-Lien Collateral Document. Upon the Discharge of the First-Lien Obligations, the First-Lien Agent shall deliver to the Second-Lien Agent any proceeds of Collateral held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to be applied by the Second-Lien Agent to the Second-Lien Obligations in such order as specified in the Second-Lien Loan Documents.

Application of Proceeds. Subject (a) Prior to each Intercreditor Agreement the Discharge of Revolving Obligations, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, any Revolving Priority Collateral or Proceeds thereof received in connection with any Exercise of Secured Creditor Remedies (if any), the Collateral Agent shall apply the proceeds including as a result of any collection, sale, foreclosure or other realization upon or distribution of or in respect of any CollateralRevolving Priority Collateral (whether or not expressly characterized as such) or in any Insolvency Proceeding) shall be delivered to the Revolving Collateral Agent, for the benefit of the Revolving Claimholders, and shall be applied or further distributed by the Revolving Collateral Agent to or on account of the Revolving Obligations in such order, if any, as well is specified in the relevant Revolving Collateral Documents or as a court of competent jurisdiction may otherwise direct. Upon the occurrence of the Discharge of Revolving Obligations, the Revolving Collateral Agent shall deliver to the Term Collateral Agent, for the benefit of the Term Claimholders, any Revolving Priority Collateral consisting and Proceeds of cashRevolving Priority Collateral received or delivered to it pursuant to the preceding sentence, in the same form as follows: FIRSTreceived, with any necessary endorsements, to the payment of all reasonable costs and expenses incurred be applied by the Term Collateral Agent to the Term Obligations in such order as is specified in the Term Collateral Documents or as a court of competent jurisdiction may otherwise direct. (in its capacity as such hereunder b) Prior to the Discharge of Term Obligations, whether or under the Indenture not any Insolvency Proceeding has been commenced by or against any other Indenture Document) and the Trustee Grantor, any Term Priority Collateral or Proceeds thereof received in connection with such any Exercise of Secured Creditor Remedies (including as a result of any collection, sale, foreclosure or other realization or reasonable costsdistribution of or in respect of any Term Priority Collateral (whether or not expressly characterized as such) or in any Insolvency Proceeding) shall be delivered to the Term Collateral Agent, expenses, claims or liabilities for the benefit of the Term Claimholders, and shall be applied or further distributed by the Term Collateral Agent or the Trustee otherwise relating to or arising on account of the Term Obligations in connection with this Agreementsuch order, if any, as is specified in the relevant Term Collateral Documents or as a court of competent jurisdiction may otherwise direct. Upon the occurrence of Discharge of Term Obligations, the Indenture or any other Indenture Document or any Term Collateral Agent shall deliver to the Revolving Collateral Agent, for the benefit of the ObligationsRevolving Claimholders, including all any Term Priority Collateral and Proceeds of Term Priority Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Revolving Collateral Agent to the Revolving Obligations in such order as is specified in the Revolving Collateral Documents or as a court costs and of competent jurisdiction may otherwise direct. (c) If any Exercise of Secured Creditor Remedies with respect to the reasonable fees and expenses of its agents and legal counselCollateral produces non-cash proceeds, the repayment of all advances made then such non-cash proceeds shall, subject to Section 4.2, be held by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf that conducted such Exercise of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee Secured Creditor Remedies and/or sold for distribution in accordance with the priorities set forth in Section 6.10 of the Indenture. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any). Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 cash prior to the application of any part of the purchase money paid over to the proceeds thereof as additional Collateral Agent or and, at such officer or time as such non-cash proceeds are monetized, shall be answerable in any way for the misapplication thereofapplied as set forth above.

Application of Proceeds. Subject to each the Intercreditor Agreement (if any)Agreement, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Term Loan Security Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Term Loan Security Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Term Loan Security Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Term Loan Security Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture if reimbursable pursuant to a Term Loan Security Document; SECOND, to the Trustee for distribution payment in full of the Term Loan Obligations and the Existing Notes Obligations, ratably in accordance with the priorities set forth in Section 6.10 respective amounts thereof on the date of any such distribution; and THIRD, to the IndentureGrantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof.

Application of Proceeds. Subject to each any Permitted Intercreditor Agreement (if any)then in effect, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee Administrative Agent in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Credit Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counselcounsel (to the extent required to be reimbursed pursuant to the terms of the Credit Documents), the repayment of all advances made by the Collateral Agent or the Trustee Administrative Agent hereunder or under the Indenture or any other Indenture Credit Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Credit Document; SECOND, to the Trustee for distribution payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureSecured Obligations owed to them on the date of any such distribution); and THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances proceeds in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof. It is understood and agreed that the Grantors 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, including any attorneys’ fees and other expenses incurred by the Collateral Agent or any other Secured Party to collect such deficiencies (to the extent required to be reimbursed pursuant to the terms of the Credit Documents).

Application of Proceeds. Subject to each Intercreditor Agreement (if any)The proceeds of any sale or other disposition of the Collateral shall be applied by HCA, first upon all expenses authorized by this Agreement, the Collateral Agent shall apply Documents or by law, including reasonable attorney’s fees incurred by HCA; the balance of the proceeds of any collection, sale, foreclosure such sale or other realization upon any Collateral, as well as any Collateral consisting of cash, as follows: FIRST, disposition shall be applied to the payment of all reasonable costs the Indebtedness, first to interest and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any Service Fees, then to principal, then to other Indenture Document) Indebtedness, and the surplus, if any, shall be paid over to the Borrower or to such other Person or Persons as may be entitled thereto under applicable law. The Borrower and Guarantor shall remain liable for any deficiency, which the Borrower or Guarantor shall pay to HCA immediately upon demand. Nothing herein contained shall be construed to make HCA an agent or Trustee in connection with such collection, sale, foreclosure of Borrower or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or Guarantor for any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Documentpurpose whatsoever, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 of the Indenture. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any). Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 HCA shall not be obligated to see to the application of responsible or liable for any shortage, discrepancy, damage, loss or destruction or any part of the purchase money paid over Collateral wherever the same may be located and regardless of the cause thereof (except to the extent it is determined by final judicial decision that HCA’s act or omission constituted gross negligence or willful misconduct). HCA shall not, under any circumstances or in any event whatsoever, have any liability for any error or omission or delay of any kind occurring in the settlement, collection or payment of any of the Accounts, liquidation of the Collateral Agent or such officer any instrument received in payment thereof or for any damage resulting therefrom (except to the extent it is determined by a final judicial decision that HCA’s error, omission or delay constituted gross negligence or willful misconduct). HCA does not, by anything herein or in any assignment or otherwise, assume any of the Borrower’s or Guarantor’s obligations under any contract or agreement assigned to HCA, and HCA shall not be answerable responsible in any way for the misapplication performance by the Borrower or Guarantor of any kind of the terms and conditions thereof.

Application of Proceeds. Subject to each the ABL Intercreditor Agreement and the First Lien/First Lien Intercreditor Agreement (if anyentered into), upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any Collateralsale of Collateral realized through the exercise by the Collateral Agent of its remedies hereunder, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or cash at any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms time when remedies are being exercised hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 2.01 of the IndentureABL Intercreditor Agreement or Section 4.2 of the First Lien/Second Lien Intercreditor Agreement, as applicable, or, after a First Lien/First Lien Intercreditor Agreement has been entered into, in accordance with Section 2.01 of the First Lien/First Lien Intercreditor Agreement. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject (a) Upon the exercise of remedies as set forth in Article 6 of the Indenture and subject to each the Intercreditor Agreement (if any)Agreement, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, in the order provided for in the Indenture. (b) Subject to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) Intercreditor Agreement and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 of the Indenture. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys monies or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof. (c) In making the determinations and allocations required by this Section 4.02, the Collateral Agent may rely conclusively upon information supplied to or by the Collateral Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured 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 Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Collateral Agent of any amounts distributed to it.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the The Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as any Collateral consisting of cash, and the proceeds of any property insurance policy or other insurance policy received by the Collateral Agent as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent and the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 respective amounts of the Indenture. Except as otherwise provided hereinSecured Obligations owed to them on the date of any such distribution, it being understood that with respect to any distributions to the Lenders, Issuing Banks or the Agents, the amounts so applied shall be distributed to the Administrative Agent to be applied in accordance with Section 9.23 of the Credit Agreement); and THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject (a) The Collateral Agent shall, subject to each the terms of any Applicable Intercreditor Agreement (if any), and any other applicable intercreditor agreement contemplated by the Collateral Agent shall Credit Agreement) apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 8.04 of the Indenture. Except as otherwise provided herein, the Credit Agreement. (b) The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money therefor by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. (c) In making the determinations and allocations required by this Section 4.02, the Collateral Agent may conclusively rely upon information supplied by the Administrative Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the 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 Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Administrative Agent of any amounts distributed to it.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the Collateral The Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable documented out-of-pocket costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Loan Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Secured Obligations, including all court costs and the reasonable documented out-of-pocket fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable documented out-of-pocket costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureSecured Obligations owed to them on the date of any such distribution); and THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the Collateral The Agent shall have absolute discretion (as between the Secured Parties and the Grantors) as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any)a) So long as the Discharge of ABL Obligations has not occurred, the Collateral Agent shall apply the proceeds of whether or not any collection, sale, foreclosure Insolvency or other realization upon any Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred Liquidation Proceeding has been commenced by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of against any Grantor, any other reasonable costs all ABL Priority Collateral or expenses incurred by the Collateral Agent or the Trustee Proceeds thereof received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral as a result of the exercise of any remedy hereunder remedies or under the Indenture other Enforcement or Going Out of Business Sale by either Agent or any other Indenture DocumentABL Claimholders or Note Claimholders, shall be delivered to the ABL Agent and any indemnification shall be applied or further distributed by the ABL Agent to or on account of the ABL Obligations in such order, if any, as specified in the relevant ABL Loan Documents or as a court of competent jurisdiction may otherwise direct. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Notes Agent any Collateral and Proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Notes Agent to the Note Obligations in such order as specified in the Note Security Documents or as a court of competent jurisdiction may otherwise direct. (b) So long as the Discharge of Note Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, all Notes Priority Collateral or Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Notes Priority Collateral as a result of the exercise of remedies or other Enforcement by either Agent or any Note Claimholders or ABL Claimholders, shall be delivered to the Notes Agent and the Trustee required shall be applied by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, Notes Agent to the Trustee for distribution Note Obligations in accordance with such order as specified in the priorities set forth in Section 6.10 relevant Note Documents or as a court of competent jurisdiction may otherwise direct. Upon the Indenture. Except as otherwise provided hereinDischarge of Note Obligations, the Collateral Notes Agent shall have absolute discretion as deliver to the time of application of ABL Agent any such proceeds, moneys or balances in accordance with this Agreement Collateral and each Intercreditor Agreement (if any). Upon any sale Proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements to be applied by the Collateral ABL Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser ABL Obligations in such order as specified in the ABL Security Documents or purchasers as a court of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofcompetent jurisdiction may otherwise direct.

Application of Proceeds. Subject to each Intercreditor Agreement (if any)the terms of any applicable intercreditor agreement contemplated by the Credit Agreement, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable and documented or invoiced out-of-pocket costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out-of-pocket court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureSecured Obligations owed to them on the date of any such distribution); THIRD, to any agent of any junior secured debt, in accordance with any applicable intercreditor agreement; and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof. The Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on information supplied to it as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Obligations. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any reasonable and documented or invoiced out-of-pocket attorneys’ fees and other expenses incurred by the Collateral Agent or any other Secured Party to collect such deficiency.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in its capacity their respective capacities as such hereunder or under the Indenture or any other Indenture Loan Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable out of pocket costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, Swingline Lender and any Issuing Bank pro rata in accordance with the priorities set forth amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in Section 6.10 full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the IndentureObligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the Collateral The Administrative Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Administrative Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Administrative Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Loan Party and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, (a) if the security interest of the Administrative Agent in such Collateral secures the Secured Obligations, to the Trustee for distribution payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureSecured Obligations owed to them on the date of any such distribution) and (b) if the security interest of the Administrative Agent in such Collateral secures solely the Foreign Secured Obligations and does not secure any other Secured Obligations, to the payment in full of the Foreign Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Foreign Secured Obligations owed to them on the date of any such distribution); and THIRD, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the Collateral The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. Notwithstanding the foregoing, the proceeds of any collection or sale of Collateral of any Grantor, including any Collateral consisting of cash, shall not be applied to Excluded Swap Obligations (if any) of such Grantor and shall instead be applied to other Secured Obligations.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the Collateral The Administrative Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Administrative Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Guaranteed Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Administrative Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Pledgor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in full of the Guaranteed Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 respective amounts of the IndentureGuaranteed Obligations owed to them on the date of any such distribution); and THIRD, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except Notwithstanding the foregoing, amounts received from any Pledgor or Guarantor shall not be applied to any Excluded Swap Obligation of such Pledgor or Guarantor, as otherwise provided herein, the Collateral applicable. The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by 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 purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. (a) Subject to each the provisions of the First Lien Intercreditor Agreement (if any)and the First and a Half Lien Intercreditor Agreement, the Collateral Administrative Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any Collateral, as well as any sale of Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Administrative Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the ObligationsLoan Obligations secured by such Collateral, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Administrative Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Loan Document, and all other fees, indemnities and other amounts owing or reimbursable to the Administrative Agent under any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture DocumentLoan Document in its capacity as such; SECOND, to the Trustee for distribution payment in full of the Loan Obligations secured by such Collateral (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in respective amounts of such Loan Obligations owed to them on the date of any such distribution, subject to Section 6.10 7.18; and THIRD, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Administrative Agent, subject to the provisions of the Indenture. Except as otherwise provided hereinFirst Lien Intercreditor Agreement and the First and a Half Lien Intercreditor Agreement, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by 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 purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any)Agreement, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as any Collateral consisting of cash, resulting from the exercise of remedies following an Event of Default as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or under any other Indenture Document; and SECOND, to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 of the Indenture. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold sold, and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the The Collateral Agent shall shall, subject to the Intercreditor Agreements, promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any Collateral, as well as any sale of Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Pledgor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in full of the Obligations (excluding Obligations with respect to Secured Hedge Agreements and Secured Cash Management Agreements that are not Designated Secured Hedge Agreements or Designated Secured Cash Management Agreements) secured by such Collateral (the amounts so applied to be distributed among the Secured Parties in accordance with the priorities order of priority set forth in Section 6.10 2.19(b) of the IndentureCredit Agreement based on respective amounts of such Obligations owed to them on the date of any such distribution); THIRD, to the payment in full of the Obligations in respect of Secured Hedge Agreements and Secured Cash Management Agreements (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the respective amounts of such Obligations owed to them on the date of any such distribution); and FOURTH, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided hereinNotwithstanding the foregoing, no amount received from any Guarantor, or from the proceeds of Collateral pledged by such Guarantor, shall be applied to any Excluded Swap Obligations of such Guarantor. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. (a) Subject to each the terms of the Intercreditor Agreement (if any)Agreement, the Notes Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as including any Collateral consisting of cash, as follows: FIRSTFirst, to the payment pay Obligations in respect of all reasonable costs incurred and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable unpaid fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Notes Collateral Agent and the Trustee required under the Notes Documents; Second, towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the Secured Parties. Third, towards payment of any remaining Obligations, pro rata among the Secured Parties according to the amounts of the Obligations then held by the terms hereunderSecured Parties; and Last, under any balance remaining after the Indenture or any other Indenture Document; SECOND, Obligations shall have been paid in full shall be paid over to the Trustee for distribution in accordance with Issuer or to whomsoever may be lawfully entitled to receive the priorities set forth in Section 6.10 of the Indenturesame. Except as otherwise provided herein, the The Notes Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Notes Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Notes 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 Notes Collateral Agent or such officer or be answerable in any way for the misapplication thereof. (b) In making the determinations and allocations required by this Section 4.02, the Notes Collateral Agent may conclusively rely upon information supplied by the Trustee as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the 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 Grantor 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 4.02 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 of any amounts distributed to it.

Application of Proceeds. Subject to each Intercreditor Agreement (if any)To the fullest extent permitted by law, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as any Collateral consisting sale under this Mortgage following the occurrence and continuance of cash, as follows: FIRSTan Event of Default shall be applied, to the extent funds are so available, to the following items in such order as Mortgagee in its discretion may determine: (a) To payment of the reasonable costs, expenses and fees of taking possession of the Mortgaged Property, and of holding, operating, maintaining, using, leasing, repairing, improving, marketing and selling the same and of otherwise enforcing Mortgagee’s rights and remedies hereunder and under the other Loan Documents, including, but not limited to trustees’ fees, advertising costs, postage, receivers’ fees, court costs, attorneys’, accountants’, appraisers’, managers’ and other professional fees, title charges and transfer taxes. (b) To payment of all reasonable costs and expenses incurred sums expended by the Collateral Agent (in its capacity as such hereunder or Mortgagee under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities terms of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the ObligationsLoan Documents and not yet repaid, including all court costs and together with interest on such sums at the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification Default Interest Rate. (c) To payment of the Collateral Agent Debt and all other obligations secured by this Mortgage, including, without limitation, interest at the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECONDDefault Interest Rate and, to the Trustee for distribution extent permitted by applicable law, any prepayment fee, charge or premium required to be paid under the Note in accordance with the priorities set forth order to prepay principal, subject to applicable law, in Section 6.10 any order that Mortgagee chooses in its sole discretion. (d) The remainder, if any, of the Indenture. Except as otherwise provided herein, the Collateral Agent such funds shall have absolute discretion as be disbursed to Mortgagor or to the time of application of any such proceeds, moneys person or balances in accordance with this Agreement and each Intercreditor Agreement (if any). Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereofpersons legally entitled thereto.

Application of Proceeds. Subject to each Intercreditor Agreement (if any)a) So long as the Discharge of ABL Obligations has not occurred, the Collateral Agent shall apply the proceeds of whether or not any collection, sale, foreclosure Insolvency or other realization upon any Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred Liquidation Proceeding has been commenced by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of against any Grantor, any other reasonable costs all ABL Priority Collateral or expenses incurred by the Collateral Agent or the Trustee Proceeds thereof received in connection with the sale or other disposition of, or collection on, such ABL Priority Collateral as a result of the exercise of any remedy hereunder remedies or under the Indenture other Enforcement or Liquidation Sale by either Agent or any other Indenture DocumentABL Claimholders or Note Claimholders, shall be delivered to the ABL Agent and any indemnification shall be applied or further distributed by the ABL Agent to or on account of the ABL Obligations in such order, if any, as specified in the relevant ABL Loan Documents or as a court of competent jurisdiction may otherwise direct. Upon the Discharge of ABL Obligations, the ABL Agent shall deliver to the Notes Agent any Collateral and Proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements, to be applied by the Notes Agent to the Note Obligations in such order as specified in the Note Security Documents or as a court of competent jurisdiction may otherwise direct. (b) So long as the Discharge of Note Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, all Notes Priority Collateral or Proceeds thereof received in connection with the sale or other disposition of, or collection on, such Notes Priority Collateral as a result of the exercise of remedies or other Enforcement by either Agent or any Note Claimholders or ABL Claimholders, shall be delivered to the Notes Agent and the Trustee required shall be applied by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, Notes Agent to the Trustee for distribution Note Obligations in accordance with such order as specified in the priorities set forth in Section 6.10 relevant Note Documents or as a court of competent jurisdiction may otherwise direct. Upon the Indenture. Except as otherwise provided hereinDischarge of Note Obligations, the Collateral Notes Agent shall have absolute discretion as deliver to the time of application of ABL Agent any such proceeds, moneys or balances in accordance with this Agreement Collateral and each Intercreditor Agreement (if any). Upon any sale Proceeds of Collateral received or delivered to it pursuant to the preceding sentence, in the same form as received, with any necessary endorsements to be applied by the Collateral ABL Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser ABL Obligations in such order as specified in the ABL Security Documents or purchasers as a court of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofcompetent jurisdiction may otherwise direct.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the The Collateral Agent shall shall, subject to the Intercreditor Agreements, promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the ObligationsObligations secured by such Collateral, including including, without limitation, all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any GrantorPledgor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Loan Document, and any indemnification of all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture DocumentLoan Document in its capacity as such; SECOND, to the Trustee for distribution payment in full of the Obligations (excluding Obligations with respect to Secured Hedge Agreements and Secured Cash Management Agreements that are not Designated Secured Hedge Agreements or Designated Secured Cash Management Agreements) secured by such Collateral (the amounts so applied to be distributed among the Secured Parties in accordance with the priorities order of priority set forth in Section 6.10 2.18(b) of the IndentureCredit Agreement based on respective amounts of such Obligations owed to them on the date of any such distribution); THIRD, to the payment in full of the Obligations in respect of Secured Hedge Agreements and Secured Cash Management Agreements (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the respective amounts of such Obligations owed to them on the date of any such distribution); and FOURTH, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided hereinNotwithstanding the foregoing, no amount received from any Guarantor, or from the proceeds of Collateral pledged by such Guarantor, shall be applied to any Excluded Swap Obligations of such Guarantor. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each the terms of the Collateral Agency and Intercreditor Agreement (if any)Agreement, the Collateral Agent Trustee shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any Collateral, sale of the Collateral as well as any Collateral consisting of cash, at any time after receipt as follows: FIRST: (i) first, to the payment of all reasonable and documented costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Security and Pledge Agreement, the Indenture or any other Indenture Document Credit Documents or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Credit Document on behalf of any Grantor, Grantor and any other reasonable and documented costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Credit Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND; (ii) second, to the Trustee for distribution Secured Parties, an amount equal to all Obligations owing to them on the date of any distribution, and, if such moneys shall be insufficient to pay such amounts in accordance with the priorities set forth full, then ratably (without priority of any one over any other) to such Secured Parties in Section 6.10 of the Indenture. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as proportion to the time unpaid amounts thereof; and (iii) third, any surplus then remaining shall be paid to the Grantors or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)competent jurisdiction may direct. Upon any sale of the Collateral by the Collateral Agent Trustee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent Trustee 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 Trustee or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), All proceeds collected by the Collateral Administrative Agent shall apply the proceeds of upon any collection, sale, foreclosure or other realization upon any CollateralCollateral (including any distribution pursuant to a plan of reorganization), as well as including any Collateral consisting of cash, shall be applied as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Administrative Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Loan Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Administrative Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Loan Party and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for payment in full of all Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); THIRD, to the Loan Parties, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. In addition, in the event that the Administrative Agent receives any non-cash distribution upon any collection, sale, foreclosure or other realization upon any Collateral, such non-cash distribution shall be allocated in the manner described above, with the value of such non-cash distribution being reasonably determined by the Administrative Agent; provided that the Administrative Agent shall apply any cash distribution in accordance with the priorities set forth in this Section 6.10 7.2 prior to application of the Indentureany such non-cash distribution. Except as otherwise provided herein, the Collateral The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. (a) Subject to each any applicable Intercreditor Agreement (if any)Agreement, upon the Collateral exercise of remedies provided for in Section 7.01 any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs costs, expenses and expenses fees incurred by the Collateral Administrative Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Administrative Agent or the Trustee Collateral Agent hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Loan Party and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in full of the Secured Obligations and to cash collateralize Letters of Credit (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the Indenture. Except Secured Obligations owed to them on the date of any such distribution); and THIRD, to the Loan Parties, their successors and assigns, or as a court of competent jurisdiction may otherwise provided herein, the Collateral direct. (b) The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. (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. Subject to each Intercreditor Agreement (if any), the The Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Applicable Agent and the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Applicable Agent and the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Obligor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 respective amounts of the IndentureObligations owed to them on the date of any such distribution); and THIRD, to the Obligors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. (a) Subject to each the provisions of the Intercreditor Agreement (if any)Agreement, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any Collateral, as well as any sale of Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Note Document or any of the ObligationsSecured Obligations secured by such Collateral, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Note Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Note Document, and any indemnification of all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture DocumentNote Document in its capacity as such; SECOND, to the Trustee for distribution payment in full of the other Secured Obligations secured by such Collateral (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 respective amounts of such Secured Obligations owed to them on the date of any such distribution); and THIRD, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall, subject to the provisions of the Indenture. Except as otherwise provided hereinIntercreditor Agreement, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each the terms of the First Lien Intercreditor Agreement (if any)Agreement, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Pledgor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, Loan Document and any indemnification of all fees owed to the Collateral Agent and the Trustee required by Administrative Agent in their capacity as such pursuant to the terms hereunder, under the Indenture or any other Indenture DocumentLoan Documents; SECOND, if there exists any Defaulting Lender, to the Trustee for distribution L/C Issuer, in the amount of the L/C Issuer’s Fronting Exposure; THIRD, to the payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 respective amounts of the IndentureSecured Obligations owed to them on the date of any such distribution); and FOURTH, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the Collateral The Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. 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 the benefit of all Secured Parties hereunder for distribution in accordance with this Section 4.02. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the 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 the misapplication thereof. Notwithstanding the foregoing, (a) amounts received from the Borrower or any Guarantor that is not a Qualified Eligible Contract Participant Guarantor shall not be applied to the Secured Obligations that are Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Secured Obligations other than Excluded Swap Obligations as a result of this clause (a), the Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause Second above from amounts received from Qualified Eligible Contract Participant Guarantors to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Secured Obligations described in clause Third above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Secured Obligations pursuant to clause Third above) and (b) Secured Obligations arising under Cash Management Agreements shall be excluded from the application described above if the Agent has not received written notice thereof, together with such supporting documentation as the Agent may request, from the Cash Management Bank. Each Cash Management Bank 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 Agent pursuant to the terms of Article VIII of the Credit Agreement for itself and its Affiliates as if a “Lender” party thereto.

Application of Proceeds. (a) Subject to each the terms of the Intercreditor Agreement (if any)Agreement, the Notes Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as including any Collateral consisting of cash, as follows: FIRSTFirst, to the payment pay Obligations in respect of all reasonable costs incurred and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable unpaid fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Notes Collateral Agent and the Trustee required under the Notes Documents; Second, towards payment of amounts then due and owing and remaining unpaid in respect of the Obligations, pro rata among the Secured Parties according to the amounts of the Obligations then due and owing and remaining unpaid to the Secured Parties. Third, towards payment of any remaining Obligations, pro rata among the Secured Parties according to the amounts of the Obligations then held by the terms hereunderSecured Parties; and Last, under any balance remaining after the Indenture or any other Indenture Document; SECOND, Obligations shall have been paid in full shall be paid over to the Trustee for distribution in accordance with Issuer or to whomsoever may be lawfully entitled to receive the priorities set forth in Section 6.10 of the Indenturesame. Except as otherwise provided herein, the The Notes Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Notes Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Notes 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 Notes Collateral Agent or such officer or be answerable in any way for the misapplication thereof. (b) In making the determinations and allocations required by this Section 3.02, the Notes Collateral Agent may conclusively rely upon information supplied by the Trustee as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the 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 Grantor 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 3.02 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 of any amounts distributed to it.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of the Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of any Revolver Obligations outstanding, to the extent the Revolving Loan Documentation is in force; SECOND, to the payment of all reasonable costs and expenses incurred by the Trustee or the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Transaction Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document Agreement or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Transaction Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Transaction Document; SECONDTHIRD, to the Trustee for distribution payment in full of the Indenture Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureIndenture Obligations owed to them on the date of any such distribution); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. (a) Subject to each Intercreditor the terms of the U.S. Collateral Trust Agreement (as in effect from time to time, if any)any U.S. Collateral is sold or otherwise realized upon by the U.S. Collateral Trustee in connection with any foreclosure, collection or other enforcement of Liens granted to the U.S. Collateral Trustee in the U.S. Security Documents, the proceeds received by the U.S. Collateral Agent shall apply the proceeds of any collectionTrustee from such foreclosure, sale, foreclosure collection or other realization upon any Collateral, as well as any enforcement will be distributed by the U.S. Collateral consisting of cash, as followsTrustee to the Trustee for application by the Trustee in the following order: FIRST, ratably, to the Trustee and the U.S. Collateral Trustee toward the payment of all reasonable costs amounts due to the Trustee and the U.S. Collateral Trustee under Section 7.06 hereof, and to the U.S. Collateral Trustee under any U.S. Security Document, including payment of all compensation, expenses incurred and liabilities incurred, and all advances made, by the Trustee and the U.S. Collateral Agent (in its capacity as such hereunder or under the Indenture Trustee or any other Indenture Documentco-trustee or agent of the U.S. Collateral Trustee; SECOND, to Holders of U.S. Notes for Obligations in respect of the U.S. Notes that are then due and payable in an amount sufficient to pay in full in cash all outstanding Obligations in respect of such U.S. Notes that are then due and payable (including all interest accrued thereon after the commencement of any 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 kind, according to the amounts due and payable on the U.S. Notes for principal, premium, if any, and interest, if any, respectively; and THIRD, any surplus remaining after the payment in full in cash of the amounts described in the preceding clauses will be paid to the U.S. Issuer or the applicable U.S. Guarantor, as the case may be, its successors or assigns, or as a court of competent jurisdiction may direct. (b) and Subject to the terms of the Canadian Collateral Trust Agreement as in effect from time to time, if any Canadian Collateral is sold or otherwise realized upon by the Canadian Collateral Trustee in connection with any foreclosure, collection or other enforcement of Liens granted to the Canadian Collateral Trustee in the Canadian Security Documents, the proceeds received by the Canadian Collateral Trustee from such collectionforeclosure, salecollection or other enforcement will be distributed by the Canadian Collateral Trustee to the Trustee for application in the following order: FIRST, foreclosure ratably, to the Trustee and the Canadian Collateral Trustee toward the payment of all amounts due to the Trustee and the Canadian Collateral Trustee under Section 7.06 hereof, and to the Canadian Collateral Trustee under any Canadian Security Document, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the Canadian Collateral Trustee or realization any co-trustee or reasonable costs, expenses, claims or liabilities agent of the Canadian Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture DocumentTrustee; SECOND, to the Trustee Holders of Canadian Notes for distribution Obligations in accordance with the priorities set forth in Section 6.10 respect of the Indenture. Except as otherwise provided herein, Canadian Notes that are then due and payable in an amount sufficient to pay in full in cash all outstanding Obligations in respect of such Canadian Notes that are then due and payable (including all interest accrued thereon after the Collateral Agent shall have absolute discretion as to the time of application commencement of any Insolvency or Liquidation Proceeding, even if such proceedsinterest is not enforceable, moneys allowable or balances allowed as a claim in accordance with this Agreement and each Intercreditor Agreement (if any). Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial such proceeding), ratably, without preference or priority of any kind, according to the receipt amounts due and payable on the Canadian Notes for principal, premium, if any, and interest, if any, respectively; and THIRD, any surplus remaining after the payment in full in cash of the Collateral Agent or of amounts described in the officer making the sale shall preceding clauses will be a sufficient discharge paid to the purchaser Canadian Issuer or purchasers the applicable Canadian Guarantor, as the case may be, its successors or assigns, or as a court of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofcompetent jurisdiction may direct.

Application of Proceeds. Subject The Collateral Agent shall, subject to each any applicable Intercreditor Agreement (if any)Agreement, promptly apply the proceeds, moneys or balances of any collection or sale of Collateral realized through the exercise by the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateralits remedies hereunder, as well as any Collateral consisting of cashcash at any time when remedies are being exercised hereunder, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Secured Obligations, secured by such Collateral, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any GrantorPledgor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Loan Document, and any indemnification of all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture DocumentLoan Document in its capacity as such; SECOND, to the Trustee for distribution payment in full of the Secured Obligations to be further distributed to the Secured Parties in accordance with the priorities order of priority set forth in Section 6.10 7.02 of the IndentureCredit Agreement; and THIRD, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject The Agent shall, subject to each the Second Lien Intercreditor Agreement (if any)Agreement, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any Collateralsale of Collateral realized through the exercise by the Agent of its remedies hereunder, as well as any Collateral consisting of cashcash at any time when remedies are being exercised hereunder, as follows: FIRST, to the payment of all fees and reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under and/or the Indenture or any other Indenture Document) and the Notes Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Notes Indenture Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or and/or the Notes Trustee hereunder or under the Indenture or any other Notes Indenture Document on behalf of any Grantor, Pledgor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Notes Indenture Document; SECOND, to the Trustee for distribution payment in accordance with the priorities set forth in Section 6.10 full of the IndentureSecured Obligations secured by such Collateral (the amounts so applied to be distributed among the Secured Parties pro rata based on the respective amounts of such Secured Obligations owed to them on the date of any such distribution; and THIRD, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided hereinThe Agent, with consultation of the Collateral Agent Notes Trustee, shall have absolute discretion as to determine the time of application of any such proceeds, moneys or balances in accordance with this Agreement Agreement. Upon the request of the Agent prior to any distribution under this Section 5.02, each Authorized Representative shall provide to the Agent certificates, in form and substance reasonably satisfactory to the Agent, setting forth the representative amounts referred to in this Section 5.02, that each Intercreditor Agreement (if any)applicable Secured Party or their Authorized Representative believes it is entitled to receive, and the Agent shall be fully entitled to rely on such certificates. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the 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 the misapplication thereof.

Application of Proceeds. Subject Each Collateral Agent, for itself and on behalf of its Related Secured Parties, agrees that, notwithstanding any provision of any Secured Credit Document to each Intercreditor Agreement the contrary (if anybut subject to Section 2.03), the if (i) an Event of Default shall have occurred and is continuing and such Collateral Agent shall apply or any of its Related Secured Parties is taking action to enforce rights or exercise remedies in respect of any Shared Collateral (including any such action referred to in Section 3.01(a)), (ii) any distribution is made in respect of any Shared Collateral in any Insolvency or Liquidation Proceeding of the Borrowers or any other Grantor or (iii) such Collateral Agent or any of its Related Secured Parties receives any payment with respect to any Shared Collateral pursuant to any intercreditor agreement (other than this Agreement), then the proceeds of any collection, sale, foreclosure collection or other realization upon liquidation of any CollateralShared Collateral obtained by such Collateral Agent or any of its Related Secured Parties on account of such enforcement of rights or exercise of remedies, and any such distributions or payments received by such Collateral Agent or any of its Related Secured Parties (all such proceeds, distributions and payments being collectively referred to as well as any Collateral consisting of cash“Proceeds”), shall be applied as follows: : A. FIRST, to (A) the payment of all reasonable costs and expenses incurred by the amounts owing to such Collateral Agent (in its capacity as such) pursuant to the terms of any Related Secured Credit Document, (B) in the case of any such hereunder enforcement of rights or under exercise of remedies, to the Indenture or any other Indenture Document) payment of all costs and the Trustee in connection with expenses incurred by such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising any of its Related Secured Parties in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligationstherewith, including all court costs and the reasonable fees and expenses of its agents and legal counsel, and (C) in the repayment case of any such payment pursuant to any such intercreditor agreement, to the payment of all advances made costs and expenses incurred by the such Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee its Related Secured Parties in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; enforcing its rights thereunder to obtain such payment; B. SECOND, to the Trustee for distribution payment in full of the First Lien Obligations of each Class at the time due and payable (the amounts so applied to be distributed, as among such Classes of First Lien Obligations, ratably in accordance with the priorities set forth in Section 6.10 amounts of the Indenture. Except First Lien Obligations of each such Class on the date of such application); provided that amounts applied under this clause SECOND during any period when the First Lien Obligations of any such Class shall not be due and payable in full shall be allocated to the First Lien Obligations of such Class as otherwise provided hereinif such First Lien Obligations were at the time due and payable in full, and any amounts allocated to the payment of the First Lien Obligations of such Class that are not yet due and payable shall be transferred to, and held by, the Collateral Agent of such Class solely as collateral for the First Lien Obligations of such Class (and shall not constitute Shared Collateral for purposes hereof) until the date on which the First Lien Obligations of such Class shall have absolute discretion as become due and payable in full (at which time such amounts shall be applied to the time payment thereof); and C. THIRD, after payment in full of application of any such proceedsall the First Lien Obligations, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any). Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser Borrower and the other Grantors or purchasers their successors or assigns, as their interests may appear, or as a court of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofcompetent jurisdiction may direct.

Application of Proceeds. Subject to each the Intercreditor Agreement (if any)Agreement, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee Administrative Agent in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Loan Document Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee Administrative Agent hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in full of Unfunded Advances/Participations; THIRD, to the payment in full of all other Loan Document Obligations (the amounts so applied to be distributed among the Secured Parties PRO RATA in accordance with the priorities set forth in Section 6.10 amounts of the IndentureLoan Document Obligations owed to them on the date of any such distribution); FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, The Collateral Agent and the Collateral Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof.

Application of Proceeds. Subject The Administrative Agent shall, subject to each the Intercreditor Agreement (if any)Agreement, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Administrative Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Administrative Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, Loan Document and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Documentall Administrative Agent’s fees; SECOND, to the Trustee for distribution payment in full of the Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureSecured Obligations owed to them on the date of any such distribution); and THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the Collateral The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral 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 Obligations.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the Indenture. Except Obligations of such Loan Party owed to them on the date of any such distribution); and THIRD, to the Collateral Agent under the Second Lien Credit Agreement, to be applied to the Second Priority Debt Obligations (as otherwise provided hereinthat term is defined in the First Lien/Second Lien Intercreditor Agreement) pursuant to the terms of the Second Lien Collateral Agreement and, if applicable, the First Lien/Second Lien Intercreditor Agreement. FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof. Notwithstanding the foregoing, the proceeds of any collection or sale of Collateral of any Grantor, including any Collateral consisting of cash, shall not be applied to Excluded Swap Obligations (if any) in respect of such Grantor and shall instead be applied to other Obligations.

Application of Proceeds. Subject to each Intercreditor Agreement (if any)Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure sale of or other realization upon upon, all or any Collateral, as well as any part of the Collateral consisting of cash, as followsshall be applied: FIRST, to the payment of all reasonable fees, costs and expenses actually incurred by and due and owing to the Trustee under the First Mortgage Notes or the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture DocumentDocuments; SECOND, to accrued and unpaid interest on the Trustee Secured Obligations (including any interest which, but for distribution the provisions of Bankruptcy Law, would have accrued on such amounts); THIRD, to the principal amounts of the Secured Obligations outstanding; FOURTH, to any other Secured Obligations of Premier or any Pledgor owing to the Trustee; FIFTH, so long as the indebtedeness under the Junior Subordinated Note is then outstanding, to Rank America, Inc. ("RANK") to be applied in accordance with the priorities set forth in Section 6.10 Junior Subordinated Note, the Junior Subordinated Note Investment Agreement and the Intercreditor Agreement; and SIXTH, (i) if the Trustee shall have foreclosed upon the pledge of the membership interests in Premier pursuant to the "Collateral Documents" (as defined in the Indenture. Except ), to AA Capital to be distributed in accordance with the Equity Agreement or to the persons legally entitled thereto as otherwise provided hereindirected by a court of competent jurisdiction; and (2) if the Trustee shall not have foreclosed upon the pledge of the membership interests in Premier pursuant to the "Collateral Documents" (as defined in the Indenture), to Premier or to the persons legally entitled thereto as directed by a court of competent jurisdiction; PROVIDED, HOWEVER, prior to (i) commencement of an action by the Trustee to foreclose on all or any portion of the Collateral, or (ii) the filing of a petition (either voluntary or involuntary) for bankruptcy by the Issuer, the Collateral Agent shall have absolute discretion as to the time of application proceeds of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any). Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute all or under a judicial proceeding), the receipt any portion of the Collateral Agent or of the officer making the sale shall be a sufficient discharge applied first to satisfy the purchaser or purchasers obligations of the Collateral so sold and such purchaser or purchasers Issuer to Hard Rock Licensing, and, thereafter, shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofapplied as set forth above.

Application of Proceeds. Subject So long as the Discharge of Senior Claims has not occurred, any Proceeds of any Common Collateral paid or payable to each Intercreditor Agreement (if any)the First-Lien Administrative Agent, the Collateral Agent shall apply Senior Credit Agent, the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Senior Noteholder Collateral Agent or the Senior Trustee otherwise relating as provided in section 3.1(b) or pursuant to the enforcement of any Security Document or arising the exercise of any right or remedy with respect to the Common Collateral under the Senior Lender Documents or the Senior Noteholder Documents, together with all other Proceeds received by any Person (including all funds received in connection respect of post-petition interest or fees and expenses) as a result of any such enforcement or the exercise of any such remedial provision or as a result of any distribution of or in respect of any Common Collateral (or the Proceeds thereof whether or not expressly characterized as such) upon or in any Insolvency or Liquidation Proceeding (except under any plan of reorganization approved by the Senior Creditors or as provided in Section 6.6) with this Agreementrespect to any Grantor as debtor, shall be applied by the First-Lien Administrative Agent, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counselSenior Credit Agent, the repayment of all advances made by the Senior Noteholder Collateral Agent or the Senior Trustee hereunder to the Senior Claims in such order as specified in the relevant Senior Lender Documents and/or Senior Noteholder Documents. Upon the Discharge of Senior Claims, the First-Lien Administrative Agent and/or the Senior Credit Agent and/or the Senior Trustee and/or the Senior Noteholder Collateral Agent and/or the Mortgage Tax Collateral Agent, as applicable, shall deliver to the Junior Trustees any Proceeds of Common Collateral held by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct, to be applied by the Junior Trustees to the Junior Noteholder Claims in such order as specified in the Junior Noteholder Collateral Documents or, if not specified therein, ratably to each such Junior Trustee based on the respective amount of Junior Noteholder Claims owed under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Junior Noteholder Documents in which respect such Junior Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 of the Indenture. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any). Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereofis acting.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of the Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Loan Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document Agreement or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureObligations owed to them on the date of any such distribution); and THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to Excluded Swap Obligations of such Guarantor.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the Collateral a) The Administrative Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 8.03 of the Indenture. Except as otherwise provided herein, the Collateral Credit Agreement. (b) The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)the Credit Agreement. Upon any sale of Collateral by the Collateral Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any Attorney Costs (if billed in a timely manner) and other expenses incurred by the Administrative Agent or any Lender to collect such deficiency. Notwithstanding the foregoing, the proceeds of any collection, sale, foreclosure or realization upon any Collateral of any Grantor, including any collateral consisting of cash, shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other secured obligations. (c) In making the determinations and allocations required by this Section 4.02, the Administrative Agent may conclusively rely upon information supplied by the Administrative Agent (as defined in the Credit Agreement) as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Obligations, and the Administrative 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 Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Administrative Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction by final and nonappealable judgment) final (absent manifest error), and the Administrative Agent shall have no duty to inquire as to the application by the Administrative Agent (as defined in the Credit Agreement) of any amounts distributed to it.

Application of Proceeds. Subject to each Intercreditor Agreement (if any)a) Unless otherwise required by applicable law, the Collateral Agent shall apply the proceeds of the collection or sale of any collectionCollateral securing any Obligations, sale, foreclosure or other realization upon any Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable fees, costs and expenses due to or incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating due to or arising incurred in connection with this Agreementany Noteholder Document, the Indenture Intercreditor Agreement or any other Indenture Document Designated Pari Passu Obligations Governing Documents, or otherwise in connection with any of the such Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or under any other Indenture Document Designated Pari Passu Obligations Governing Documents on behalf of any Grantor, Grantor and any other reasonable fees, costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or otherwise in connection herewith or under any Noteholder Document, the Indenture Intercreditor Agreement or any other Indenture DocumentDesignated Pari Passu Obligations Governing Documents (in each case, and any indemnification insofar as they relate to such Obligations) at the direction or for the benefit of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Documentholders of such Obligations; SECOND, to the Trustee for distribution payment of all other Obligations secured by such Collateral on an equal and ratable basis to the extent and in accordance with the priorities set forth manner provided in Section 6.10 the Indenture and the Designated Pari Passu Obligations Governing Documents; and THIRD, to the applicable Grantors, their successors or assigns, or as a court of the Indenturecompetent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof.

Application of Proceeds. Subject to each the terms of the Intercreditor Agreement (if any)Agreement, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Securities Document or any of the Securities Obligations, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Securities Document on behalf of any GrantorPledgor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Securities Document, and any indemnification of all fees owed to the Collateral Agent and in its capacity as such pursuant to the Trustee required by the terms hereunder, under the Indenture or any other Indenture DocumentSecurities Documents; SECOND, to the Trustee for distribution payment in full of the Securities Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 respective amounts of the IndentureSecurities Obligations owed to them on the date of any such distribution; and THIRD, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the Collateral The Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the 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 the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the a) The Collateral Agent shall shall, subject to any Applicable Intercreditor Agreement, apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution in accordance with Section 8.04 of the priorities Credit Agreement; provided that for so long as the Notes Obligations constitute “Secured Obligations” hereunder, the Notes Obligations shall be treated on a ratable basis as the Loan Obligations set forth in under the “Fourth” clause of Section 6.10 8.04 of the Indenture. Except as otherwise provided herein, Credit Agreement and the other Secured Obligations described in such clause. (b) The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money therefor by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. (c) In making the determinations and allocations required by this Section 4.02, the Collateral Agent may conclusively rely upon information supplied by the Administrative Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured 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 Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Administrative Agent of any amounts distributed to it.

Application of Proceeds. Subject Any moneys and other property collected by the Trustee pursuant to each Intercreditor Agreement (if any), the Collateral Agent shall apply the proceeds this Article in respect of any collectionseries shall be applied in the following order at the date or dates fixed by the Trustee and, salein case of the distribution of such moneys on account of principal or interest, foreclosure upon presentation of the several Securities in respect of which moneys have been collected and stamping (or other realization otherwise noting) thereon the payment, or issuing Securities of such series in reduced principal amounts in exchange for the presented Securities of like series if only partially paid, or upon any Collateral, as well as any Collateral consisting of cash, as followssurrender thereof if fully paid: FIRST: To the payment of costs, fees and expenses applicable to such series in respect of which moneys or property have been collected, including reasonable compensation to the Trustee and each predecessor Trustee and their respective agents and attorneys and of all fees, expenses and liabilities incurred by the Trustee and each predecessor Trustee except as a result of gross negligence or willful misconduct as determined by a final order of a court of competent jurisdiction, and all other amounts due to the Trustee or any predecessor Trustee pursuant to Section 5.07; SECOND: In case the principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of all reasonable costs and expenses incurred interest on the Securities of such series in default in the order of the maturity of the installments of such interest, with interest (to the extent that such interest has been collected by the Collateral Agent Trustee) upon the overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in its capacity as the case of Original Issue Discount Securities) specified in such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with Securities, such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating payments to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances be made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, ratably to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 of the Indenture. Except as otherwise provided hereinPersons entitled thereto, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys without discrimination or balances in accordance with this Agreement and each Intercreditor Agreement (if any). Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof.preference;

Application of Proceeds. Subject Notwithstanding any other provision contained herein to each Intercreditor Agreement (if any)the contrary, at such time as the Agent has received, for application to the Senior Debt, aggregate proceeds of Real Estate Collateral Agent in an amount equal to the Real Estate Limit, all subsequent proceeds attributable to Real Estate Collateral shall be paid to the Trustee, for application against the Indenture Debt, until all of such Indenture Debt is repaid in full. The provisions of the foregoing sentence shall apply the to proceeds of Real Estate Collateral, whether received by the Agent prior to or during the continuance of any collectionProceeding and whether such proceeds are paid pursuant to any pre-petition or post-petition financing facilities. Until such time as the Agent has received, salefor application against the Senior Debt, foreclosure aggregate proceeds of Real Estate Collateral in an amount equal to the Real Estate Limit, any payment or distribution of the assets or properties of the Company of any kind or character, whether in cash, property, or securities, to which the Noteholders would be entitled except for the provisions of this Agreement, or which constitute proceeds of Indenture Collateral, shall be paid by the Company, debtor-in-possession, liquidating trustee or agent or other realization upon Person making such payment or distribution directly to the Agent on behalf of the Senior Lenders, and in the event that any Collateralsuch payment or distribution shall be received by the Trustee on account of Indenture Debt, as well as any at a time prior to the Agent having received, for application against the Senior Debt, proceeds of Real Estate Collateral consisting of cashin an amount equal to the Real Estate Limit, as follows: FIRSTsuch payment or distribution shall be received and held in trust for and paid over to the Agent forthwith, for application to the payment of the Senior Debt, until the Real Estate Limit is reached. After the Agent has received proceeds from the Real Estate Collateral equal to the Real Estate Limit, all reasonable costs payments and expenses incurred distributions of any Real Estate Collateral shall be treated by the Collateral Agent in the same manner as set forth above for the benefit of the Noteholders and paid to the Trustee until the Indenture Debt is paid in full. Nothing contained in this Agreement shall preclude the Company from paying the Trustee (in its capacity as such hereunder or the Trustee from retaining) the fee and expense reimbursements to which it is entitled under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 of the Indenture. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any). Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereofDocuments.

Application of Proceeds. (a) Subject to each the provisions of the Intercreditor Agreement (if any)Agreements, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as including any such Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Note Document or any of the ObligationsSecured Obligations secured by such Collateral, including without limitation all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Note Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Note Document, and any indemnification of all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture DocumentNote Document in its capacity as such; SECOND, to the Trustee for distribution payment in full of the other Secured Obligations secured by such Collateral (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 respective amounts of such Secured Obligations owed to them on the date of any such distribution); and THIRD, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. The Collateral Agent shall, subject to the provisions of the Indenture. Except as otherwise provided hereinIntercreditor Agreements, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral First Priority Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the First Priority 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 First Priority Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement the provisions of Section 5A: (if any), a) upon (v) the receipt by any Senior Creditor or the Collateral Agent shall apply the proceeds of any collectionCash Management Funds, (w) the receipt by any Senior Creditor or the Collateral Agent of any proceeds or awards arising from any condemnation or eminent domain proceedings concerning the Collateral, (x) the receipt by any Senior Creditor or the Collateral Agent of any insurance proceeds arising from damage to the Collateral by fire or any other casualty which are not used for restoration of the Collateral in accordance with the terms of the Security Document governing same, (y) the receipt by any Senior Creditor or the Collateral Agent of any proceeds arising from any asset sale, disposition or transfer, the sale or issuance of any indebtedness, or the sale or issuance of any capital stock or other equity interests, or (z) the exercise of any rights and remedies by the Collateral Agent under the Security Documents, any and all Cash Management Funds or proceeds from demand being made on the MFCC Guaranty or the sale, foreclosure or other realization upon any Collateraldisposition of Collateral pursuant thereto shall be transferred to the Collateral Agent and, as well as any promptly following their receipt by the Collateral consisting of cashAgent, be applied and distributed by the Collateral Agent as follows: FIRST: (i) First, to the payment of all reasonable costs costs, expenses, liabilities and expenses advances made or incurred by the Collateral Agent (in its capacity as such hereunder Collateral Agent and not as Bank Agent or under the Indenture or any other Indenture Documenta Bank) and the Trustee in connection with such collectionproceedings, adjustments, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising other disposition and in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligationsperforming its duties hereunder, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of compensation payable to the Collateral Agent and the Trustee required by costs, expenses and compensation of agents and legal counsel to the terms hereunder, under the Indenture or any other Indenture Document; SECONDCollateral Agent; (ii) Second, to the Trustee extent Cash Management Funds or proceeds remain after payment in full of those items specified in clause (i) above, to the payment of Senior Obligations consisting of principal and interest (excluding the portion of default rate interest in excess of the non-default rate of interest), to be allocated among each Senior Creditor (according to the Pro Rata Share of each such Senior Creditor) until all such Senior Obligations are paid in full; (iii) Third, to the extent any Cash Management Funds or proceeds remain after payment in full of those items specified in clauses (i) and (ii) above, to the payment of the remaining Senior Obligations, to be allocated among each Senior Creditor (on a pro rata basis based on the unpaid amount of such remaining Senior Obligations) until all remaining Senior Obligations are paid in full; and (iv) Fourth, to the extent any Cash Management Funds or proceeds remain after payment in full of those items specified in clauses (i), (ii) and (iii) above, such proceeds shall be paid to or at the direction of the Borrower or as a court of competent jurisdiction shall direct. (b) payment by the Collateral Agent to the Banks in respect of the Loan Agreement Obligations shall be made to the Bank Agent for distribution to the Banks in accordance with the priorities set forth in Section 6.10 of the IndentureLoan Agreement. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any). Upon any sale of Collateral Payments by the Collateral Agent to the Senior Noteholders shall be made in accordance with the terms of the Note Purchase Agreements. Payments by the Collateral Agent to the CP Holders in respect of the CP Debt shall be made to the Bank Agent for distribution to the CP Holders. Payments by the Collateral Agent to any Additional Senior Creditor shall be made in accordance with written instructions from such Additional Senior Creditor. (including pursuant to a power c) the Bank Agent (on its own behalf and on behalf of sale granted by statute or under a judicial proceedingthe CP Holders), the receipt Senior Note Collateral Agent, each Bank, each Senior Noteholder signatory hereto, and each Additional Senior Creditor hereby agrees that (i) if at any time it shall receive Cash Management Funds or the proceeds of any Collateral or proceeds from the MFCC Guaranty, or shall apply any balances, credits, deposits, accounts or monies with or on deposit with such Bank Agent, Senior Note Collateral Agent, Bank, Senior Noteholder or Additional Senior Creditor, through the exercise of any right of set-off, banker's lien, counterclaim or other similar right, whether pursuant to Section 10.9 of the Loan Agreement or otherwise, (other than through application by the Collateral Agent or in accordance with clauses (a) and (b) of this Section 5), it shall promptly turn 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 same over to the Collateral Agent for application in accordance with said clauses (a) and (b) and (ii) it will not take or cause to be taken any action, including, without limitation, the commencement of any legal or equitable proceedings, the purpose of which is to give such officer Bank Agent, Bank, Senior Noteholder, any XX Xxxxxx or Additional Senior Creditor any preference or priority against the other parties hereto with respect to the Collateral or the MFCC Guaranty. (d) the foregoing provisions shall not require any cash payments made by the Borrower on or prior to the Amendment No. 7 Effective Date (as defined in the Loan Agreement) and the Third Amendment Effective Date (as defined in the Note Purchase Agreement) to the Banks to reduce the Aggregate Revolving Credit Commitment or to the Senior Noteholders to reduce principal outstanding under the Senior Notes to be answerable turned over to the Collateral Agent for application in any way for the misapplication thereofaccordance with clauses (a) and (b) hereof."

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent and the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Administrative Agent or the Trustee Collateral Agent hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee Collateral Agent for distribution in accordance with to the priorities set forth Secured Parties as provided in Section 6.10 4.01 of the IndentureIntercreditor Agreement for the payment in full of the Obligations owed to the Secured Parties. Except THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise provided hereindirect. Subject to the terms of the Intercreditor Agreement, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, [[NYCORP:2304021v10:4272D:09/26/03--03:05 p]] moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. (a) Subject to each the Intercreditor Agreement (if any)Agreement, the Collateral Agent Lender shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as which for such purposes shall include any assets of any Grantor upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, hereunder or under any other Security Document, including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee Lender in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee Lender hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in accordance with the priorities set forth in Section 6.10 full of the IndentureSecured Obligations; and THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided hereinSubject to the Intercreditor Agreement, the Collateral Agent Lender shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral Collateral, which for such purposes shall include any assets of any Grantor upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, by the Collateral Agent Lender (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent Lender or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral Collateral, which for such purposes shall include any assets of any Grantor upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, 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 Lender or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each the Closing Date Intercreditor Agreement (if any)Agreement, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture Credit Agreement or any other Indenture Loan Document) and the Trustee Agent in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee Agent otherwise relating to or arising in connection with this Agreement, the Indenture Credit Agreement or any other Indenture Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee Agent hereunder or under the Indenture Credit Agreement or any other Indenture Loan Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee Agent in connection with the exercise of any remedy hereunder or under the Indenture Credit Agreement or any other Indenture Loan Document, and any indemnification of the Collateral Agent and the Trustee Agent required by the terms hereunder, under the Indenture Credit Agreement or any other Indenture Loan Document; SECOND, to the Trustee Agent for distribution in accordance with the priorities set forth in Section 6.10 2.4(b)(ii) of the IndentureCredit Agreement (whether or not an Application Event has occurred and is continuing). Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each the Closing Date Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Administrative Agent or the Collateral Agent (in its capacity their respective capacities as such hereunder or under the Indenture or any other Indenture Loan Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent and/or the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, the Swingline Lender and any Issuing Bank pro rata in accordance with the priorities set forth amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); THIRD, to the payment in Section 6.10 full of all other Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the IndentureObligations owed to them on the date of any such distribution); provided that the proceeds of any collection or sale of the Deposit L/C Collateral shall be applied, first, to the payment in full of the Deposit L/C Obligations and, second, to the extent not so applied, to the payment in full of the Obligations (other than the Deposit L/C Obligations); and FOURTH, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof.

Application of Proceeds. Subject The Agent shall, subject to each the Second Lien Intercreditor Agreement (if any)including Section 1.01(b) thereof, the Collateral Agent shall promptly apply the proceeds proceeds, moneys or balances of any collection, sale, foreclosure collection or other realization upon any Collateralsale of Collateral realized through the exercise by the Agent of its remedies hereunder, as well as any Collateral consisting of cashcash at any time when remedies are being exercised hereunder, as follows: FIRST, to the payment of all fees and reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under and/or the Indenture or any other Indenture Document) and the Notes Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Notes Indenture Document or any of the Secured Obligations, including all court costs and the reasonable fees and documented out-of-pocket expenses of its agents and legal counselcounsel to the extent required under the Notes Indenture, the repayment of all advances made by the Collateral Agent or and/or the Notes Trustee hereunder or under the Indenture or any other Notes Indenture Document on behalf of any Grantor, Pledgor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Notes Indenture Document; SECOND, to the Trustee for distribution payment in accordance with the priorities set forth in Section 6.10 full of the IndentureSecured Obligations secured by such Collateral (the amounts so applied to be distributed among the Secured Parties pro rata based on the respective amounts of such Secured Obligations owed to them on the date of any such distribution; and THIRD, to the Pledgors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided hereinThe Agent, with consultation of the Collateral Agent Notes Trustee, shall have absolute discretion as to determine the time of application of any such proceeds, moneys or balances in accordance with this Agreement Agreement. Upon the request of the Agent prior to any distribution under this Section 4.02, each Authorized Representative shall provide to the Agent certificates, in form and substance reasonably satisfactory to the Agent, setting forth the representative amounts referred to in this Section 4.02, that each Intercreditor Agreement (if any)applicable Secured Party or their Authorized Representative believes it is entitled to receive, and the Agent shall be fully entitled to rely on such certificates. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral purchase money by the 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 the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any)At such intervals as may be elected by the Administrative Agent upon its receipt of any payments or Net Cash Proceeds in respect of the Secured Obligations, the Collateral Administrative Agent may or, if an Event of Default shall have occurred and be continuing, upon its receipt of any payments or Net Cash Proceeds in respect of the Secured Obligations, the Administrative Agent shall apply all or any part of Net Cash Proceeds from the proceeds of any collectionsale of, sale, foreclosure or other realization upon any Collateralupon, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution in accordance with the priorities set forth in Section 6.10 of the Indenture. Except as otherwise provided herein, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any). Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 Collateral in payment of the Secured Obligations as set forth below (subject to the terms of the Credit Agreement). Any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Secured Obligations shall be paid over from time to time by the Administrative Agent to the Company or to whomsoever may be lawfully entitled to receive the same. Any balance of such Net Cash Proceeds remaining after the Secured Obligations shall have been Paid in Full shall be paid over to the Company or to whomsoever may be lawfully entitled to receive the same. In the absence of a specific determination by the Administrative Agent, and at all times during the continuation of an Event of Default, the Net Cash Proceeds from the sale of, or other realization upon, all or any part of the Collateral Agent or such officer or in payment of the Secured Obligations shall be answerable applied in any way for the misapplication thereof.following order: FIRST, TO THE PAYMENT OF ALL FEES, REASONABLE COSTS, REASONABLE EXPENSES AND INDEMNITIES OF THE ADMINISTRATIVE AGENT (IN ITS CAPACITY AS SUCH), INCLUDING ATTORNEY COSTS, AND ANY OTHER SECURED OBLIGATIONS THEN DUE AND PAYABLE TO THE ADMINISTRATIVE AGENT IN RESPECT OF SUMS ADVANCED BY THE ADMINISTRATIVE AGENT TO PRESERVE THE COLLATERAL OR TO PRESERVE ITS SECURITY INTEREST IN THE COLLATERAL, UNTIL PAID IN FULL; SECOND, TO THE PAYMENT OF ALL FEES, REASONABLE COSTS, REASONABLE EXPENSES AND INDEMNITIES OF THE LENDERS, PRO-RATA, UNTIL PAID IN FULL; THIRD, TO THE PAYMENT OF ALL OF THE SECURED OBLIGATIONS CONSISTING OF ACCRUED AND UNPAID INTEREST THEN DUE AND PAYABLE TO THE LENDERS, PRO-RATA, UNTIL PAID IN FULL; FOURTH, TO THE PAYMENT OF ALL SECURED OBLIGATIONS CONSISTING OF PRINCIPAL THEN DUE AND PAYABLE TO THE LENDERS, PRO-RATA, UNTIL PAID IN FULL; FIFTH, TO THE PAYMENT OF THE ADMINISTRATIVE AGENT AN AMOUNT EQUAL TO ALL SECURED OBLIGATIONS IN RESPECT OF ALL OUTSTANDING LETTERS OF CREDIT, IF ANY, TO BE HELD AS CASH COLLATERAL IN RESPECT OF SUCH OBLIGATIONS; SIXTH, TO THE PAYMENT OF ALL BANK PRODUCTS OBLIGATIONS AND SPECIFIED HEDGING OBLIGATIONS THEN DUE AND PAYABLE TO ANY LENDER OR ITS AFFILIATES, PRO-RATA, UNTIL PAID IN FULL; SEVENTH, TO THE PAYMENT OF ALL OTHER SECURED OBLIGATIONS THEN DUE AND PAYABLE TO EACH LENDER, PRO-RATA, UNTIL PAID IN FULL; AND

Application of Proceeds. (a) Subject to each the terms of any applicable Intercreditor Agreement contemplated by this Agreement, in connection with the exercise of remedies provided for in Section 7.01, any amounts received on account of the Secured Obligations (if any), the Collateral Agent shall apply the proceeds including in respect of any collectionsale of, sale, foreclosure collection from or other realization upon all or any Collateral, as well as part of the Collateral or the Badcock Collateral (including any Collateral or Badcock Collateral consisting of cash) or the Guarantees) shall be applied by the Administrative Agent and/or the Collateral Agent, as applicable, to the payment of the Secured Obligations as follows: FIRST: (i) first, to the payment of all reasonable and documented or invoiced out of pocket costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such sale, collection, sale, foreclosure or other realization or reasonable costsotherwise and to the payment of all other amounts owing to each of the Administrative Agent, expenses, claims or liabilities of and the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Secured Obligations, including all reasonable and documented or invoiced out of pocket court costs and the reasonable fees and expenses of its agents and legal counselagents, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or it under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Loan Document, in each case, if and any indemnification to the extent payable pursuant to the terms of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECONDLoan Documents; (ii) second, to the Trustee for distribution payment in full of the Secured Obligations (the amounts so applied to be distributed among such Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureSecured Obligations owed to them on the date of any such distribution) in accordance with this Agreement; (iii) third, to any agent of any other junior secured debt, in accordance with any applicable Intercreditor Agreement; and (iv) fourth, to the Borrower, its successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, The Administrative Agent and/or the Collateral Agent Agent, as applicable, shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by In the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the event that application of payments or, Collateral proceeds or Badcock Collateral proceeds is to be made after any part bankruptcy or insolvency proceeding has been commenced, references in this Section 7.03(a) with respect to (i) interest shall include interest accruing after the commencement of the purchase money paid over to the Collateral Agent such bankruptcy or insolvency proceeding whether or not such officer interest is an allowed claim in such bankruptcy or be answerable insolvency proceeding, and (ii) any other amounts shall only include amounts that are allowed claims in any way for the misapplication thereofsuch bankruptcy or insolvency proceeding.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the a) The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Loan Document; SECOND, to the Trustee for distribution payment in full of the Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureObligations owed to them on the date of any such distribution); and THIRD, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof. (b) In making the determination and allocations required by this Section 5.02, the Collateral Agent may conclusively rely upon information supplied by the Administrative Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the 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 Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to this Section 5.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Administrative Agent of any amounts distributed to them.

Application of Proceeds. Subject In accordance with, and to each the extent consistent with, the terms of the Intercreditor Agreement (if any)Agreement, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of the Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by Trustee or the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document Agreement or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Trustee or the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, Document and any indemnification of other amounts due to the Trustee or the Collateral Agent and under Section 7.07 of the Trustee required by the terms hereunder, under the Indenture or any other Indenture DocumentIndenture; SECOND, to the Trustee for distribution payment in full of the Obligations owed to the Holders (the amounts so applied to be distributed among the Holders pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureObligations owed to Holders on the date of any such distribution); and THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement Agreement. The Collateral Agent may fix a record date and payment date for any payment to Holders pursuant to this Section 7.02. At least 15 days before such record date, the Collateral Agent shall mail to each Intercreditor Agreement (if any)Holder and the Issuer a notice that states the record date, the payment and amount to be paid. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the The Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of the Collateral, as well as any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Agent or the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Credit Transaction Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Document Agreement or any of the Obligations, including includ ing all court costs and the reasonable fees fees, other charges and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Credit Transaction Document on behalf of any Grantor, the Grantors and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Credit Transaction Document; SECOND, subject to the Trustee provisions of the Intercreditor Agreement, to the Collateral Agent for distribution to the Participating Creditors (as defined in accordance with the priorities set forth Intercreditor Agreement) as provided in Section 6.10 Article IV of the IndentureIntercreditor Agreement for the payment in full of Indebtedness and satisfaction of the Obligations owed to the Participating Creditors; and THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided hereinSubject to the terms of the Intercreditor Agreement, the Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject to each the terms of the First Lien/Second Lien Intercreditor Agreement (if any)Agreement, the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure collection or other realization upon any sale of Collateral, as well as including any Collateral consisting of cash, as follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee in connection with such collection, sale, foreclosure collection or realization sale or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating to or arising in connection with this Agreement, the Indenture or any other Indenture Loan Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Loan Document on behalf of any Grantor, Grantor and any other reasonable costs or expenses incurred by the Collateral Agent or the Trustee in connection with the exercise of any right or remedy hereunder or under the Indenture or any other Indenture Loan Document, and any indemnification ; SECOND to the payment in full of the Collateral Agent and Obligations (the Trustee required by amounts so applied to be distributed among the terms hereunder, under the Indenture or any other Indenture Document; SECOND, to the Trustee for distribution Secured Parties pro rata in accordance with the priorities set forth in Section 6.10 amounts of the IndentureObligations of such Loan Party owed to them on the date of any such distribution); and THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. Except as otherwise provided herein, the The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement and each Intercreditor Agreement (if any)Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the 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 the misapplication thereof.

Application of Proceeds. Subject to each Intercreditor Agreement (if any), the Collateral Agent shall apply the a) The proceeds of any collection, sale, foreclosure disposition or other realization upon all or any Collateral, as well as any part of the Collateral consisting shall be applied in the following order of cash, as follows: FIRSTpriorities: (i) first, to the payment in full in immediately available funds of all reasonable costs the expenses of the collection and expenses enforcement of the Senior Debt and such sale, disposition or other realization of the Collateral, including such expenses, liabilities and advances incurred or made by the Collateral Senior Creditor Agent (in its capacity as such hereunder or under the Indenture or any other Indenture Document) and the Trustee Lender in connection with such collectiontherewith, sale, foreclosure or realization or reasonable costs, expenses, claims or liabilities of the Collateral Agent or the Trustee otherwise relating any amounts paid to or arising in connection with this Agreement, the Indenture or any other Indenture Document or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under the Indenture or any other Indenture Document on behalf of any Grantor, any other reasonable costs or expenses incurred by the Collateral Senior Creditor Agent or the Trustee any Lender in connection with the exercise of any remedy hereunder or under the Indenture or any other Indenture Document, and any indemnification of the Collateral Agent and the Trustee required by the terms hereunder, under the Indenture or any other Indenture Document; SECONDtherewith; (ii) second, to the Trustee for distribution payment in full of all of the Senior Debt in whatever manner and order Senior Creditor Agent chooses in accordance with the priorities set forth in Section 6.10 provisions of the Indenture. Except Senior Creditor Agreements and applicable law (and including amounts to hold as otherwise provided hereincash collateral for any such Senior Debt which is contingent in such amounts and on such terms as Senior Creditor Agent reasonably may require pursuant thereto); (iii) third, to the Collateral Junior Creditor for payment and satisfaction in full in immediately available funds of all of the Junior Debt in whatever manner and order Junior Creditor chooses in accordance with the provisions of the Junior Creditor Agreements and applicable law; and (iv) fourth, to the Debtors or such other person as may be lawfully entitled thereto. (b) Notwithstanding any instruction, notice or claim to the contrary at any time received by Senior Creditor Agent from Junior Creditor or otherwise, Senior Creditor Agent shall have absolute discretion as no obligation, liability or responsibility with respect to the time of application distribution, delivery or remittance of any such proceedsproceeds of the Collateral to Junior Creditor, moneys or balances except as specified in the following sentence. Any proceeds of Collateral received by Senior Creditor Agent which are to be applied to the Junior Debt in accordance with this Agreement and each Intercreditor Agreement (if any). Upon any sale of Collateral the terms hereof are required to be remitted by the Collateral Senior Creditor Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofJunior Creditor.