Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenders, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.

Application of Proceeds. Subject The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the period during which remedies have been initiated shall Loan Documents shall, except as otherwise expressly provided herein, be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) as follows: first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, pay all reasonable out-of-pocket costs and expenses of counsel) payable (including reasonable attorneys’ fees to the Senior Issuing Banks, extent provided herein) due and owing hereunder of the Swing Line Lender Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (excluding Commitment Fees covered by clause (b) belowincluding all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, pay all reasonable out-of-pocket costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable including reasonable attorneys’ fees to the Senior Lendersextent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Xxxxxx’s rights under the Loan Documents, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third, to payment pay interest on Loans then outstanding; fourth, to pay principal of that portion of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior LendersSecurity Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause third “fourth” payable to them, as certified by the Senior Facility Agent; (d) fourthand fifth, to paymentpay the surplus, on a if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenders, ratably among the Senior Lenders applicable Secured Parties in proportion to the respective amounts described in this the applicable clause fourth held by themat such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Ruleapplicable.

Application of Proceeds. Subject The Lenders and the Administrative Agent agree, as among such parties, as follows: subject to the terms of the Security Agreement, any Junior Lien Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts then due and outstanding under any of the period during which remedies have been initiated shall Loan Documents shall, except as otherwise expressly provided herein, be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) as follows: first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, pay all reasonable out-of-pocket costs and expenses of counsel) payable (including reasonable attorneys’ fees to the Senior Issuing Banks, extent provided herein) due and owing hereunder of the Swing Line Lender Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (excluding Commitment Fees covered by clause (b) belowincluding all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, pay all reasonable out-of-pocket costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable including reasonable attorneys’ fees to the Senior Lendersextent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third, to payment pay interest on Loans then outstanding; fourth, to pay principal of that portion of Loans then outstanding and obligations under Secured Hedge Agreements and Cash Management Obligations permitted hereunder and secured by the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior LendersSecurity Agreement as Term Loan Facility Obligations, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause third “fourth” payable to them, as certified by the Senior Facility Agent; (d) fourthand fifth, to paymentpay the surplus, on a if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third” or “fourth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenders, ratably among the Senior Lenders applicable Secured Parties in proportion to the respective amounts described in this the applicable clause fourth held by themat such time. This Section 10.12 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.6 and 2.8, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Ruleapplicable.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms this Section 9.2 [Consequences of Event of Default] and until all Obligations of the Intercreditor AgreementLoan Parties have been Paid in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and Collateral Agent or the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, out-of-pocket expenses (and interest owing thereon (if any)) and any other amounts (including reasonable fees, costs charges and expenses disbursements of counselcounsel to the Administrative Agent and the Collateral Agent) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, Administrative Agent or the Intercreditor Collateral Agent in their respective capacities as such; (b) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Lenders (including fees, costs charges and expenses disbursements of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior respective Lenders and the Issuing Lenders) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause second (b) payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to Loans, Reimbursement Obligations and other Obligations arising under the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior LendersLoan Documents, ratably among the Senior Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause fourth (c) payable to them; (d) Fourth, to the Administrative Agent for the account of the Issuing Lenders, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to this Agreement; (e) Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and Obligations then owing under Specified Swap Agreements and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lenders and the providers of Specified Swap Agreements and Other Lender Provided Financial Service Products in proportion to the respective amounts described in this clause (e) held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; and (ef) fifthLast, the balance, if any, after all of the Obligations have been paid indefeasibly Paid in fullFull, to the Borrower or as otherwise required by applicable Government RuleLaw. Notwithstanding the foregoing, (a) amounts received from the Borrower or any Guarantor that is not a Qualified ECP Loan Party shall not be applied to the Obligations that are Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this clause (a), the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause Fifth above from amounts received from Qualified ECP Loan Party to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause Fifth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause Fifth above) and (b) Obligations arising under Specified Swap Agreements and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the counterparty to such Specified Swap Agreement or Other Lender Provided Financial Service Product, as the case may be. Each counterparty to a Specified Swap Agreements and Other Lender Provided Financial Service Products not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 10 [The Agents] hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to this Section 10.2.4 and until Payment In Full, and subject to the terms provisions of the Intercreditor AgreementSection 12.13.4 [Bifurcation of Obligations], any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against as follows: (A) First, to payment of that portion of the Obligations in the following order constituting fees (other than Letter of priority (but without prejudice Credit Fees), indemnities, expenses and other amounts, including attorney fees, payable to the right of Administrative Agent in its capacity as such, the Senior LendersIssuing Lender in its capacity as such and the Swing Loan Lender in its capacity as such, subject ratably among the Administrative Agent, the Issuing Lender and Swing Loan Lender in proportion to the terms of the Intercreditor Agreement, respective amounts described in this clause First payable to recover any shortfall from the Borrower):them; (aB) firstSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest and expenses Letter of counselCredit Fees) payable to the Senior Issuing BanksLenders under the Loan Documents, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting including attorney fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to ratably among the Senior Lenders, ratably Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (cC) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause fourth Third payable to them; (D) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate Hedge, Lender Provided Foreign Currency Hedge and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (E) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the cash collateralization account of the Issuing Lender, to Cash Collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable (to the XX Xxxx Collateral Accountextent not otherwise cash collateralized pursuant to this Agreement); and (eF) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, full to the Borrower Borrowers or as otherwise required by applicable Government RuleLaw. Notwithstanding anything to the contrary in this Section 10.2.4, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 10.2.4.

Application of Proceeds. Subject The Lenders, the Administrative Agent and the Collateral Agent agree, as among such parties, as follows: subject to the terms of the ABL Intercreditor Agreement, the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee Other Intercreditor Agreement or any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default Default, all amounts collected or received by the Administrative Agent, the Collateral Agent or any Lender on account of amounts then due and outstanding under any of the period during which remedies have been initiated shall Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) as follows: first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, pay all reasonable out-of-pocket costs and expenses of counsel) payable (including reasonable attorneys’ fees to the Senior Issuing Banks, extent provided herein) due and owing hereunder of the Swing Line Lender Administrative Agent and the Collateral Agent in connection with enforcing the rights of the Agents and the Lenders under the Loan Documents (excluding Commitment Fees covered by clause (b) belowincluding all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, pay all reasonable out-of-pocket costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable including reasonable attorneys’ fees to the Senior Lendersextent provided herein) due and owing hereunder of each of the Lenders in connection with enforcing such Lender’s rights under the Loan Documents, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third, to payment pay interest on Loans then outstanding; fourth, to pay the Dollar Equivalent of that portion principal of Loans then outstanding and obligations under Interest Rate Agreements, Currency Agreements, Commodities Agreements and Bank Products Agreements permitted hereunder and secured by the Obligations constituting accrued Guarantee and unpaid interest (including default interest) with respect to the Loans payable to the Senior LendersCollateral Agreement, ratably among the applicable Secured Parties in proportion to the respective amounts described in this clause third “fourth” payable to them, as certified by the Senior Facility Agent; (d) fourthand fifth, to paymentpay the Dollar Equivalent of all other Term Loan Facility Obligations then owing to the Secured Parties, on a sixth, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “third, “fourth” or “fifth” above are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenders, ratably among the Senior Lenders applicable Secured Parties in proportion to the respective amounts described in this the applicable clause fourth held by themat such time. This Subsection 10.14 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Subsections 2.8, 2.10 and 2.11, as certified by applicable. Notwithstanding the Senior Facility Agent foregoing, Excluded Obligations (as defined in the Guarantee and (iiCollateral Agreement) the cash collateralization with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets and such Excluded Obligations shall be disregarded in any application of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Collection Amounts of all Letters of Credit then outstanding, payable from such Guarantor pursuant to the XX Xxxx Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rulepreceding paragraph.

Application of Proceeds. Subject From and after the date on which any Agent has taken any action pursuant to the terms this Section 9.2 [Consequences of Event of Default] and until all Obligations of the Intercreditor AgreementLoan Parties have been Paid in Full, any moneys and all proceeds received by the Senior Facility any Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during the continuance exercise of an Event of Default and the period during which remedies have been initiated any other remedy by any Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, out-of-pocket expenses (and interest owing thereon (if any)) and any other amounts (including reasonable fees, costs charges and expenses disbursements of counselcounsel to the any Agent) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor such Agent in their respective capacities its capacity as such; (b) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal and interest) payable to the Lenders (including fees, costs charges and expenses disbursements of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior respective Lenders) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause second (b) payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to and other Obligations arising under the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior LendersLoan Documents, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth (c) payable to them; (d) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Obligations then owing under Specified Swap Agreements and Other Lender Provided Financial Service Products, ratably among the Lenders and the providers of Specified Swap Agreements and Other Lender Provided Financial Service Products in proportion to the respective amounts described in this clause (d) held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; and (e) fifthLast, the balance, if any, after all of the Obligations have been paid indefeasibly Paid in fullFull, to the Borrower or as otherwise required by applicable Government RuleLaw. Notwithstanding the foregoing, (a) amounts received from the Borrower or any Guarantor that is not a Qualified ECP Loan Party shall not be applied to the Obligations that are Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this clause (a), the Administrative Agents shall make such adjustments as they determine are appropriate to distributions pursuant to clause Fourth above from amounts received from a Qualified ECP Loan Party to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause Fourth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause Fourth above) and (b) Obligations arising under Specified Swap Agreements and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the counterparty to such Specified Swap Agreement or Other Lender Provided Financial Service Product, as the case may be. Each counterparty to a Specified Swap Agreements and Other Lender Provided Financial Service Products not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agents pursuant to the terms of Section 10 [The Agents] hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior Commercial Banks Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Commercial Banks Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Commercial Bank Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Commercial Banks Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V ARTICLE IV (LIBOR and And Tax Provisions)) payable to the Senior Commercial Bank Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Commercial Banks Facility Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Commercial Bank Loans payable to the Senior Commercial Bank Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Commercial Banks Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Commercial Bank Loans payable to the Senior LendersCommercial Bank Lenders (in inverse order of maturity), ratably among the Senior Commercial Bank Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Commercial Banks Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral AccountAgent; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence From and during the continuance of an any Event of Default and Default, any monies or property actually received by the period during Administrative Agent pursuant to this Agreement or any other Loan Document, the exercise of any rights or remedies under any Security Document or any other agreement with the Borrower, any Guarantor or any of the Borrower’s Subsidiaries which remedies have been initiated secures any of the Obligations, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):order: (a) firstFirst, to payment of that portion of the Obligations constituting fees, costsexpenses, expenses (indemnities and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Swing Line Lender in its capacity as such, and the Issuing Bank in its capacity as such (excluding Commitment Fees covered by clause (b) below), ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Swing Line Lender and the Accounts Bank, or Issuing Bank in proportion to the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause payable to them); (b) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior Lenders, including attorney fees (ratably among the Lenders in proportion to the respective amounts described in this clause second payable to them, as certified by the Senior Facility Agent); (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Advances (including default interest) with respect to ratably among the Loans payable to Lenders and the Senior Lenders, ratably Swing Line Lender in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent); (d) fourthFourth, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable to Obligations constituting unpaid principal of the Senior LendersAdvances, amounts owing under Swap Contracts with Swap Counterparties and Cash Management Bank Obligations (ratably among the Senior Lenders Lenders, the Swing Line Lender, the Issuing Bank, Swap Counterparties and Cash Management Banks in proportion to the respective amounts described in this clause fourth held by them); (e) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the account of the Issuing Bank, to cash collateralization of collateralize any outstanding Letters Letter of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit Exposure then outstanding, payable to the XX Xxxx Collateral Account; and (ef) fifthSixth, the balance, if any, any excess after payment in full of all of the Obligations have been (other than contingent indemnification obligations) shall be paid in full, to the Borrower or any Loan Party as appropriate or to such other Person who may be lawfully entitled to receive such excess. 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 Obligations otherwise required by applicable Government Ruleset forth above in this Section.

Application of Proceeds. Subject 7.1 All amounts from time to time received or recovered by the Collateral Agent in connection with the realisation or enforcement of all or any part of the Shared Security shall be held by the Collateral Agent on trust to apply them at any time as the Collateral Agent (in its discretion) sees fit, to the terms extent permitted by applicable law (and subject to the provisions of the Intercreditor Agreementthis Clause 7), any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):priority: (a) first, to payment of that portion in discharging any sums (in respect of the Obligations constituting fees, costs, expenses (and interest Security Documents) owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Collateral Agent, the Common Security TrusteeDelegate Collateral Agent, the Accounts Bank, any Receiver or the Intercreditor Agent in their respective capacities as suchany Delegate (on a pro rata basis); (b) second, to in payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, all costs and expenses incurred by any Agent or Primary Creditor in connection with any action taken at the request of counsel and amounts payable under Article V the Collateral Agent (LIBOR and Tax Provisionson a pro rata basis)) payable to the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third, to the ECF Facility Agent in payment in or towards the ECF Indebtedness pursuant to Section 4.05 (Application of that portion Proceeds) of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility AgentECF Credit Agreement; (d) fourth, to payment, each of the Term Loan Facility Agents in payment in or towards the Term Loan Indebtedness (on a pro rata basisbasis across each of the Jewel Credit Facility and Jade Credit Facility, based on the outstanding principal amount of loans under each such facility) pursuant to Section 4.05 (Application of Proceeds) of the relevant Term Loan Credit Agreement; (e) in payment in or towards the ECF Hedging Indebtedness (on a pro rata basis in respect of the ECF Hedging Indebtedness owed to each ECF Hedging Creditor); (f) in payment in or towards the Term Loan Hedging Indebtedness (on a pro rata basis in respect of the Term Loan Hedging Indebtedness owed to each Term Loan Hedging Creditor); (g) if the Debtor is not under any further actual or contingent liability (other than (i) that principal amount of the Loans payable to the Senior Lenders, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent contingent liabilities for which no claim has been made and (ii) indemnities, expense reimbursements or any other contingent liabilities that expressly survive the cash collateralization termination of the ECF Credit Agreement) under any outstanding Letters of ECF Credit Document, Hedging Agreement or Term Loan Credit Document, in an amount not payment to exceed any person to whom the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable Collateral Agent is obliged to pay in priority to the XX Xxxx Collateral AccountDebtor; and (eh) fifth, the balance, if any, after all of the Obligations have been paid in full, payment to the Borrower or as otherwise required by applicable Government RuleDebtor.

Application of Proceeds. Subject to the terms In accordance with Section 2.2(c) of the Intercreditor Servicing Agreement, any moneys Servicer shall pay all Collections received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right respect of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):Sold SUBIs as follows: (a) firstThe Servicer shall deposit all Collections received in respect of to the Sold SUBIs into the Collection Account within two (2) Business Days of receipt thereof. In addition, at any time when either any Series of Investor Notes or Preferred Membership Interests is outstanding, if the Servicer obtains confirmation from each Rating Agency with respect to payment such Series of that portion Investor Notes and such series of Preferred Membership Interests, and provides evidence of such confirmation to the Indenture Trustee and the Issuer, of the Obligations constituting feesutilization by the Servicer of an alternative remittance schedule with respect to Collections (including the use of an alternative remittance schedule pursuant to which the obligations of the Servicer to make such remittances are secured by a letter of credit satisfactory to such Rating Agencies), coststhe Servicer may remit such Collections in accordance with that alternative remittance schedule. Without limiting the generality of the foregoing, expenses if VMS is the Servicer and (i) shall have the Required Rating or (ii) the Indenture Trustee and interest owing thereon the Issuer otherwise shall have received written notice from each of the Rating Agencies with respect to each Series of Investor Notes and each series of Preferred Membership Interests that the then outstanding rating on each Series of Investor Notes and each Series of Preferred Membership Interests would not be lowered or withdrawn as a result, the Servicer may deposit all amounts referred to above for any Monthly Period into the Collection Account not later than the related Settlement Date; provided that (i) if any)a Servicer Termination Event has occurred and is continuing or (ii) and any other the Servicer has been terminated as such pursuant to Section 9.1 or (iii) the Servicer ceases to have the Required Rating, Servicer shall deposit all amounts (including fees, costs and expenses of counselany amounts then being held by Servicer) payable to into the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities Collection Account as such;provided above. (b) secondAfter the payment in full of each Series of Investor Notes and the redemption in full of each series of Preferred Membership Interests, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to Servicer shall pay all Collections in accordance with the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified instructions provided by the Senior Facility Agent; (c) third, Issuer from time to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenders, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Ruletime.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to Section 10.2 (or after the terms Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 10.2(a)) and until the Facility Termination Date, any and all proceeds received on account of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence Obligations shall (subject to Sections 2.10 and during the continuance of an Event of Default and the period during which remedies have been initiated shall 10.2(a)(iii)) be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees (other than Letter of Credit Fees), indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Loan Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lender and Swing Loan Lender in proportion to the respective amounts described in this clause First payable to them; (b) Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest and expenses Letter of counselCredit Fees) payable to the Senior Issuing BanksLenders under the Loan Documents, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting including attorney fees, costs, expenses (ratably among the Facilities and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable ratably among the Lenders under Article V (LIBOR and Tax Provisions)) payable to the Senior Lenders, ratably such Facility in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Facilities and ratably among the Lenders under such Facility and the Issuing Lender in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourthFourth, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable to Obligations constituting unpaid principal of the Senior LendersLoans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate Xxxxxx, Lender Provided Commodity Xxxxxx and Other Lender Provided Financial Service Products, ratably among the Senior Facilities and ratably among the Lenders under such Facility, the Issuing Lender, the applicable Cash Management Banks, the applicable Commodity Hedge Banks and the applicable Interest Rate Hedge Banks, in proportion to the respective amounts described in this clause fourth Fourth held by them; (e) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the cash collateralization account of the Issuing Lender, to Cash Collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable (to the XX Xxxx Collateral Accountextent not otherwise cash collateralized pursuant to this Agreement); and (ef) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. In addition, notwithstanding the foregoing, Obligations arising under Lender Provided Interest Rate Xxxxxx, Lender Provided Commodity Xxxxxx and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Government RuleCash Management Bank, Commodity Hedge Bank or Interest Rate Hedge Bank, as the case may be. Each Cash Management Bank, Commodity Hedge Bank or Interest Rate Hedge Bank not a party to the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article 11 hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. (a) Subject to the terms of the Second Lien Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after upon the occurrence and during the continuance continuation of an Event of Default and Default, if requested by Required Lenders, or upon acceleration of all the period during which remedies have been initiated Obligations pursuant to Section 7.01, all proceeds received by the Administrative Agent or the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral under any Loan Document (collectively, “Application Proceeds”) shall be applied in full or in part by the Senior Facility Administrative Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counselinterest) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor each Agent in their respective capacities its capacity as such; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior Lenders, ratably among them in proportion to the amounts described in this clause second (ii) payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default including, but not limited to, post-petition interest) with and periodic payments in respect to the Loans payable to the Senior Lendersof Secured Swap Agreements, ratably among the Lenders and the Lender Counterparties, in proportion to the respective amounts described in this clause third (iii) payable to them, as certified by the Senior Facility Agent; (div) fourthFourth, to paymentpayment of that portion of the Obligations constituting unpaid principal, on a pro rata basisunreimbursed LC Disbursements or face amounts of the Loans, and Swap Termination Value under Secured Swap Agreements (but excluding any payments paid to the Lender Counterparties third, pursuant to paragraph (iii) of (ithis Section 7.03(a)) and Secured Cash Management Obligations and for the account of the Issuing Bank, to Cash Collateralize that principal portion of Obligations comprised of the aggregate undrawn amount of the Loans payable to the Senior LendersLetters of Credit, ratably among the Senior Lenders Secured Parties in proportion to the respective amounts described in this clause fourth (iv) held by them; (v) Fifth, as certified by to the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts payment of all Letters other Secured Obligations of Credit then outstanding, the Loan Parties that are due and payable to the XX Xxxx Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (evi) fifthLast, the balance, if any, after all of the Secured Obligations have been paid in full, to the Borrower or as otherwise required by law. Subject to Section 2.05(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause (iv) above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower. Notwithstanding the foregoing, (a) amounts received from any Loan Party that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to the obligations that are Excluded Swap Obligations and (b) Secured Cash Management Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Government RuleLender Counterparty. Each Lender Counterparty not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of ARTICLE VIII hereof for itself and its Affiliates as if a “Lender” party hereto. Whether or not a proceeding under any Debtor Relief Laws has commenced, any Application Proceeds received by any Secured Party in violation of (or otherwise not in accordance with) this Agreement shall be segregated and held in trust and promptly paid over to the Administrative Agent, for the benefit of the other Secured Parties, in the same form as received, with any necessary endorsements (which endorsements will be without recourse and without representation or warranty). The Administrative Agent is authorized to make such endorsements as agent for the Secured Parties. This authorization is coupled with an interest and is irrevocable until the Termination Date.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys Any amount received by the Senior Facility Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Common Security Trustee after the occurrence and during the continuance of an Obligations under this Agreement or any Event of Default and with respect to the period during which remedies have been initiated Borrower under Section 11.5 shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstapplied: First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs disbursements and expenses other charges of counselcounsel payable under Section 12.7 and amounts payable under Article II) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent and/or Collateral Agent in their respective capacities such Person’s capacity as such; (b) second; Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Banks (including fees, costs disbursements and expenses other charges of counsel payable under Section 12.7) arising under the Credit Documents and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior LendersII, ratably among them in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Unpaid Drawings, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans, the Unpaid Drawings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management Agreements and (ii) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of the Loans payable Letters of Credit to the Senior Lendersextent not otherwise Cash Collateralized by the Borrower pursuant to Section 3.8, ratably among the Senior Lenders Lenders, the Issuing Banks, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause fourth Fourth held by them, as certified by ; provided that (x) any such amounts applied pursuant to the Senior Facility Agent and foregoing clause (ii) shall be paid to the cash collateralization Administrative Agent for the ratable account of any outstanding the applicable Issuing Bank to Cash Collateralize such Letters of Credit in an amount not Outstanding, (y) subject to exceed Section 3.8, amounts used to Cash Collateralize the aggregate LC Available Amounts undrawn amount of all Letters of Credit then outstandingpursuant to this clause Fourth shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause Fourth; Fifth, to the payment of all other Obligations of the Credit Parties owing under or in respect of the Credit Documents that are due and payable to the XX Xxxx Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifthand Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government RuleRequirements of Law. Subject to Section 3.8, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2.4 and until Payment in Full, any and all proceeds received by the Administrative Agent, the Issuing Lender or any other Lender shall, unless otherwise required by the terms of the Intercreditor Agreementother Loan Documents or by applicable law, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, Lender Provided Commodity Xxxxxx and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, Lender Provided Commodity Xxxxxx and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the account of the Issuing Lender, to cash collateralization of collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral AccountCredit; and (evi) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.4, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party's Collateral if such Swap Obligations have been paid in fullwould constitute Excluded Hedge Liabilities; provided, however, that to the Borrower or as extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise required by applicable Government Ruleset forth above in this Section 9.2.4.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms this Section 8.2 and until all Obligations of the Intercreditor AgreementLoan Parties have been paid in full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice as follows: 8.2.4.1 With respect to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall Collateral and Payments from the Borrower): (a) firstDomestic Borrowers and Guarantors: First, to payment of that portion of the Obligations (other than Canadian Liabilities) constituting fees, costsindemnities, costs and expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs charges and expenses disbursements of counselcounsel to the Administrative Agent and amounts payable under Section 3.4) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Administrative Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second; Second, to payment of that portion of the Obligations (other than Canadian Liabilities) constituting feesindemnities, costscosts and expenses, expenses (and interest owing thereon (if any)) and any other amounts (other than principal, interest and fees) payable to the Domestic Lenders and the Issuing Lender (including fees, costs and expenses of counsel to the respective Domestic Lenders and the Issuing Lender and amounts payable under Article V (LIBOR and Tax ProvisionsSection 3.4)) payable to the Senior Lenders, ratably among them in proportion to the amounts described in this clause second Second payable to them; Third, as certified to the extent not previously reimbursed by the Senior Facility Agent; Domestic Lenders, to payment to the Administrative Agent of that portion of the Obligations constituting principal and accrued and unpaid interest on any Permitted Overadvances (c) thirdother than those made to the Canadian Borrower); Fourth, to the extent that Swing Loans have not been refinanced by a Revolving Credit Loan provided by the Domestic Lenders pursuant to Section 2.6.5, payment to the Swing Lender of that portion of the Obligations constituting accrued and unpaid interest on the Swing Loans; Fifth, to the extent that Swing Loans have not been refinanced by a Revolving Credit Loan provided by the Domestic Lenders pursuant to Section 2.6.5, to payment to the Swing Lender of that portion of the Obligations constituting unpaid principal of the Swing Loans; Sixth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Revolving Credit Loans, Reimbursement Obligations, Letter of Credit Borrowings and other Obligations (excluding the Canadian Liabilities and any Obligations of the type specified in clauses (ii) and (iii) of the definition thereof), and fees (including default interest) with respect to the Loans payable to the Senior LendersLetter of Credit Fees), ratably among the Domestic Lenders and the Issuing Lender in proportion to the respective amounts described in this clause third Sixth payable to them, as certified by the Senior Facility Agent; (d) fourth; Seventh, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable to Obligations constituting unpaid principal of the Senior LendersRevolving Credit Loans, Reimbursement Obligations and Letter of Credit Borrowings (other than, in each case, Canadian Liabilities), ratably among the Senior Domestic Lenders and the Issuing Lender in proportion to the respective amounts described in this clause Seventh held by them; Eighth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize the aggregate undrawn amount of Letters of Credit issued on behalf or for the account of the Domestic Borrowers or Guarantors; Ninth, to payment of all other Obligations (including without limitation the cash collateralization of any unliquidated indemnification obligations but excluding the Canadian Liabilities and any Obligations of the type specified in clauses (ii) and (iii) of the definition thereof), ratably among the Administrative Agent, the Issuing Lender and the Domestic Lenders in proportion to the respective amounts described in this clause fourth Ninth held by them; Tenth, as certified by to payment of the Senior Facility Agent and Obligations of the type specified in clauses (ii) and (iii) of the cash collateralization of any outstanding Letters of Credit definition thereof, ratably among the Administrative Agent, the Issuing Lender and the Domestic Lenders in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable proportion to the XX Xxxx Collateral Accountrespective amounts described in this clause Tenth held by them; and (e) fifthEleventh, to payment of the Canadian Liabilities in the order set forth in Section 8.2.4.2 hereof; Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Loan Parties or as otherwise required by Law. Subject to Section 2.9.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit issued on behalf or for the account of the Domestic Borrowers or Guarantors pursuant to clause Eighth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. 8.2.4.2 With respect to Collateral and Payments From the Canadian Borrower: First, to payment of that portion of the Canadian Liabilities constituting fees, indemnities, costs and expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Section 3.4) payable to the Administrative Agent; Second, to payment of that portion of the Canadian Liabilities constituting indemnities, costs and expenses, and other amounts (other than principal, interest and fees) payable to the Canadian Lenders and the Issuing Lender (including costs and expenses to the respective Canadian Lenders and the Issuing Lender and amounts payable under Section 3.4), ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to the extent not previously reimbursed by the Canadian Lenders, to payment to the Administrative Agent of that portion of the Canadian Liabilities constituting principal and accrued and unpaid interest on any Permitted Overadvances to the Canadian Borrower; Fourth, to payment of that portion of the Canadian Liabilities constituting accrued and unpaid interest on the Revolving Credit Loans, Reimbursement Obligations, Letter of Credit Borrowings, in each case, made to or for the account of the Canadian Borrower, and fees (including Letter of Credit Fees), ratably among the Canadian Lenders and the Issuing Lender in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to payment of that portion of the Canadian Liabilities constituting unpaid principal of the Revolving Credit Loans, Reimbursement Obligations and Letter of Credit Borrowings, in each case, made to or for the account of the Canadian Borrower, ratably among the Canadian Lenders and the Issuing Lender in proportion to the respective amounts described in this clause Fifth held by them; Sixth, to the Administrative Agent for the account of the Issuing Lender, to Cash Collateralize the aggregate undrawn amount of Letters of Credit issued on behalf or for the account of the Canadian Borrower; Seventh, to payment of all other Canadian Liabilities (including without limitation the cash collateralization of any unliquidated indemnification obligations, ratably among the Administrative Agent, the Issuing Lender and the Canadian Lenders in proportion to the respective amounts described in this clause Seventh held by them; Eighth, to payment of the Canadian Liabilities of the type specified in clauses (ii) and (iii) of the definition thereof, ratably among the Administrative Agent, the Issuing Lender and the Canadian Lenders in proportion to the respective amounts described in this clause Tenth held by them; Last, the balance, if any, after all of the Canadian Lenders have been indefeasibly paid in full, to the Canadian Borrower or as otherwise required by applicable Government RuleLaw. Subject to Section 2.9.3, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit issued for the account of the Canadian Borrower pursuant to clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Canadian Liabilities, if any, in the order set forth above.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to Section 10.2 (or after the terms Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be Cash Collateralized as specified in the proviso to Section 10.2(a)) and until the Facility Termination Date, any and all proceeds received on account of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence Obligations shall (subject to Sections 2.9 and during the continuance of an Event of Default and the period during which remedies have been initiated shall 10.2(a)(iii)) be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees (other than Letter of Credit Fees), indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swingline Loan Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lender and Swingline Loan Lender in proportion to the respective amounts described in this clause First payable to them; (b) Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest and expenses Letter of counselCredit Fees) payable to the Senior Issuing BanksLenders under the Loan Documents, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting including attorney fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to ratably among the Senior Lenders, ratably Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourthFourth, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable to Obligations constituting unpaid principal of the Senior LendersLoans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate Xxxxxx, and Other Lender Provided Financial Service Products, ratably among the Senior Lenders Lenders, the Issuing Lender, the applicable Cash Management Banks and the applicable Hedge Banks, in proportion to the respective amounts described in this clause fourth Fourth held by them; (e) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the cash collateralization account of the Issuing Lender, to Cash Collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable (to the XX Xxxx Collateral Accountextent not otherwise cash collateralized pursuant to this Agreement); and (ef) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order specified above. Notwithstanding anything to the contrary in this Section 10.3, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise specified above in this Section 10.3. In addition, notwithstanding the foregoing, Obligations arising under Lender Provided Interest Rate Xxxxxx and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation, as the Administrative Agent may reasonably request, from the applicable Government RuleCash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article 11 hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject From and after the date on which any Administrative Agent has taken any action pursuant to the terms this Section 9.2 [Consequences of Event of Default] and until all Obligations of the Intercreditor AgreementLoan Parties have been Paid in Full, any moneys and all proceeds received by the Senior Facility any Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during the continuance exercise of an Event of Default and the period during which remedies have been initiated any other remedy by any Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, out-of-pocket expenses (and interest owing thereon (if any)) and any other amounts (including reasonable fees, costs charges and expenses disbursements of counselcounsel to the Administrative Agents and the Collateral Agent) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, Administrative Agents or the Intercreditor Collateral Agent in their respective capacities as such; (b) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest. Letter of Credit Fees and Applicable Prepayment Premium) payable to the Lenders and the Issuing Lenders (including fees, costs charges and expenses disbursements of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior respective Lenders and the Issuing Lenders) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause second (b) payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to Loans, Reimbursement Obligations and other Obligations arising under the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior LendersLoan Documents, ratably among the Senior Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause fourth (c) payable to them; (d) Fourth, to the Revolving/TLA Administrative Agent for the account of the Issuing Lenders, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to this Agreement; (e) Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and Obligations then owing under Specified Swap Agreements and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lenders and the providers of Specified Swap Agreements and Other Lender Provided Financial Service Products in proportion to the respective amounts described in this clause (e) held by them; (f) Sixth, as certified by to payment of that portion of the Senior Facility Agent and (ii) Obligations constituting the cash collateralization of any outstanding Letters of Credit in an amount not to exceed Applicable Prepayment Premium, if any, ratably among the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral AccountLenders entitled thereto; and (eg) fifthLast, the balance, if any, after all of the Obligations have been paid indefeasibly Paid in fullFull, to the Borrower or as otherwise required by applicable Government RuleLaw. Notwithstanding the foregoing, (a) amounts received from the Borrower or any Guarantor that is not a Qualified ECP Loan Party shall not be applied to the Obligations that are Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this clause (a), the Administrative Agents shall make such adjustments as they determine are appropriate to distributions pursuant to clause Fifth above from amounts received from a Qualified ECP Loan Party to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause Fifth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause Fifth above) and (b) Obligations arising under Specified Swap Agreements and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agents have not received written notice thereof, together with such supporting documentation as the Administrative Agents may request, from the counterparty to such Specified Swap Agreement or Other Lender Provided Financial Service Product, as the case may be. Each counterparty to a Specified Swap Agreements and Other Lender Provided Financial Service Products not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agents pursuant to the terms of Section 10 [The Agents] hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject to the terms of the Intercreditor AgreementSection 4.03(b) below, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of if an Event of Default shall have occurred and be continuing, the period during which remedies have been initiated Collateral Agent shall be applied in full apply the proceeds of any collection, sale, foreclosure or in part by the Senior Facility Agent against the Obligations other realization upon any Collateral in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstorder: First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, Administrative Agent and the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Collateral Agent in their respective capacities capacity as such; (b) second; Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders and fees and indemnities payable to the Hedge Creditors and the Bank Products Creditors, ratably among them in proportion to the amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lendersand L/C Disbursements, ratably among the Lenders and Issuing Banks in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourth; Fourth, to payment, on a pro rata basis, payment of (i) that portion of the Obligations constituting unpaid principal amount of the Loans payable and L/C Disbursements, amounts due in respect of Bank Products Obligations and the breakage or termination value under Hedging Obligations, and to cash collateralize that portion of L/C Exposure comprised of the aggregate Stated Amounts of Letters of Credit pursuant to cash collateral arrangements reasonably satisfactory to the Senior LendersCollateral Agent, ratably among the Senior Lenders Lenders, Issuing Banks, Hedge Creditors and the Bank Products Creditors in proportion to the respective amounts described in this clause fourth Fourth held by them; Fifth, as certified by to the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts payment of all Letters other Obligations of Credit then outstanding, the Loan Parties that are due and payable to the XX Xxxx Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifth, the balance, if any, after all of the Obligations have been paid in fulland Last, to the Borrower or as otherwise required by applicable Government Rulelaw. Amounts used to cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the Other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, to the Borrower. 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 From and after the date on which the Administrative Agent has taken any action pursuant to the terms of the Intercreditor Agreementthis Section 9.2 and until Payment in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other Disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including reasonable attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including reasonable attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by Third payable to them; (iv) Fourth, as certified by to payment of that portion of the Senior Facility Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and to the Administrative Agent and (ii) for the cash collateralization account of the Issuing Lender, to Cash Collateralize any undrawn amounts under outstanding Letters of Credit ratably among the Lenders and the Issuing Lender in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable proportion to the XX Xxxx Collateral Accountrespective amounts described in this clause Fourth held by them; (v) Fifth, to payment of that portion of obligations then owing under Lender Provided Interest Rate Hxxxxx, Lender Provided Foreign Currency Hxxxxx, and Other Lender Provided Financial Service Products, to the applicable Cash Management Banks and the applicable Hedge Banks, in proportion to the respective amounts described in this clause Fifth held by them; and (evi) fifthLast, the balance, if any, after to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.4, (a) no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 9.2.4, or (b) unless and until each iGo Entity is wholly owned, directly or indirectly, by Borrowing Agent and the iGo Entities are jointly and severally liable for all of the Obligations, proceeds received by Administrative Agent arising from any sale or other Disposition of the Collateral, or any part thereof, representing identifiable direct proceeds of assets of an iGo Entity, shall be applied to reduce the then outstanding iGo Obligations have been paid in fullaccordance with, and in such order as provided in, this Section 9.2.4 before reducing any other Obligations. In addition, notwithstanding the foregoing, Obligations arising under Lender Provided Interest Rate Hxxxxx, Lender Provided Foreign Currency Hxxxxx, and Other Lender Provided Financial Service Products (other than Obligations arising under Lender Provided Interest Rate Hxxxxx, Lender Provided Foreign Currency Hxxxxx, and Other Lender Provided Financial Service Products owing to PNC), shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation, as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the Borrower or Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article 10 hereof for itself and its Affiliates as otherwise required by applicable Government Ruleif a “Lender” party hereto.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms this Section 9.2 [Consequences of the Intercreditor AgreementEvent of Default] and until Payment in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during the continuance exercise of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part any other remedy by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior LendersAdministrative Agent, shall, subject to the terms provisions of the Intercreditor AgreementSection 2.1.3 [Certain Limitations] and Section 5.1.2 [Bifurcation], to recover any shortfall from the Borrower):be applied as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting feesfees (including, costswithout limitation, expenses (Letter of Credit Fees), indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Reimbursement Obligations and to the Administrative Agent for the account of the Issuing Lender to cash collateralize any undrawn amounts under outstanding Letters of Credit, in proportion to the respective amounts described in this clause Fourth held by them, (v) Fifth, as certified by to payment of obligations then owing under Lender Provided Interest Rate Hxxxxx, Lender Provided Commodity Hxxxxx, Lender Provided Foreign Currency Hxxxxx, and Other Lender Provided Financial Service Products, ratably among the Senior Facility Agent Lenders, the Issuing Lender, and (ii) the cash collateralization Lenders or Affiliates of any outstanding Letters of Credit Lenders which provide Lender Provided Interest Rate Hxxxxx, Lender Provided Commodity Hxxxxx, Lender Provided Foreign Currency Hxxxxx, and Other Lender Provided Financial Service Products, in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable proportion to the XX Xxxx Collateral Account; andrespective amounts described in this clause Fifth held by them; (evi) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.4 [Application of Proceeds], no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations have been paid in fullwould constitute Excluded Hedge Liabilities; provided, however, that to the Borrower or as extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise required by applicable Government Ruleset forth above in this Section 9.2.4 [Application of Procceeds].

Application of Proceeds. Subject to the terms of the Collateral and Intercreditor Agreement, any moneys received by the Senior Facility P1 Administrative Agent from the Common Security Trustee P1 Collateral Agent after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility P1 Administrative Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior LendersLenders and Revolving LC Issuing Bank, subject to the terms of the Collateral and Intercreditor Agreement, to recover any shortfall from the Borrower): (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, P1 Administrative Agent or the Intercreditor Agent Revolving LC Issuing Bank in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)5) payable to the Senior Lenders, Lenders ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility P1 Administrative Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Senior Loans or unreimbursed Revolving LC Disbursement, payable to the Senior Lenders, Lenders and the Revolving LC Issuing Bank ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility P1 Administrative Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Senior Loans payable to the Senior LendersLenders (in inverse order of maturity), ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility P1 Administrative Agent and (ii) the cash collateralization of any outstanding Letters of Credit Revolving LCs, in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable amount required pursuant to the XX Xxxx Collateral AccountSection 3.7; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms of the Intercreditor Agreementthis Section 9.2 and until Payment in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of any assets of any Loan Party after entry of judgment, or any part thereof, or the Common Security Trustee after exercise of any other remedy by the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the account of the Issuing Lender, to cash collateralization of collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral AccountCredit; and (evi) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.4, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s collateral for the Obligations have been paid in full(if any) if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the Borrower or as extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of collateral for the Obligations (if any) from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise required by applicable Government Ruleset forth above in this Section 9.2.4.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys Any amount received by the Senior Facility Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Common Security Trustee after the occurrence and during the continuance of an Obligations under this Agreement or any Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice with respect to the right of the Senior LendersBorrower under Section 11.5 shall, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstbe applied: First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs disbursements and expenses other charges of counselcounsel payable under Section 12.7 and amounts payable under Article II) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent and/or Collateral Agent in their respective capacities such Person’s capacity as such; (b) second; Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Banks (including fees, costs disbursements and expenses other charges of counsel payable under Section 12.7) arising under the Credit Documents and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior LendersII, ratably among them in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Unpaid Drawings, ratably among the Lenders and Issuing Banks in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans, the Unpaid Drawings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management Agreements and (ii) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of the Loans payable Letters of Credit to the Senior Lendersextent not otherwise Cash Collateralized by the Borrower pursuant to Section 3.7, ratably among the Senior Lenders Lenders, the Issuing Banks, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause fourth Fourth held by them, as certified by ; provided that (x) any such amounts applied pursuant to the Senior Facility Agent and foregoing clause (ii) shall be paid to the cash collateralization Administrative Agent for the ratable account of any outstanding the applicable Issuing Bank to Cash Collateralize such Letters of Credit in an amount not Outstanding, (y) subject to exceed Section 3.7, amounts used to Cash Collateralize the aggregate LC Available Amounts undrawn amount of all Letters of Credit then outstandingpursuant to this clause Fourth shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause Fourth; Fifth, to the payment of all other Obligations of the Credit Parties owing under or in respect of the Credit Documents that are due and payable to the XX Xxxx Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifthand Last, the balance, if any, after all of the Obligations have been paid Payment in fullFull, to the Borrower or as otherwise required by applicable Government RuleRequirements of Law. Subject to Section 3.7, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to Section 10.2 [Enforcement of Rights and Remedies] (or after the terms Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be Cash Collateralized as specified in the proviso to Section 10.2(a)) and until the Facility Termination Date, any and all proceeds received on account of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence Obligations shall (subject to Sections 2.9 [Defaulting Lenders] and during the continuance of an Event of Default and the period during which remedies have been initiated shall 10.2(a)(iii) [Generally]) be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees (other than Letter of Credit Fees), indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swingline Loan Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lender and Swingline Loan Lender in proportion to the respective amounts described in this clause First payable to them; (b) Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest and expenses Letter of counselCredit Fees) payable to the Senior Issuing BanksLenders under the Loan Documents, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting including attorney fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to ratably among the Senior Lenders, ratably Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourthFourth, to payment, on a pro rata basis, payment of (i) that portion of the Obligations constituting unpaid principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders and the Issuing Lender, in proportion to the respective amounts described in this clause fourth Fourth held by them; (e) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the cash collateralization account of the Issuing Lender, to Cash Collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable (to the XX Xxxx Collateral Accountextent not otherwise cash collateralized pursuant to this Agreement); and (ef) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by applicable Government RuleLaw. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order specified above.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys Any amount received by the Senior Facility Administrative Agent or the Collateral Agent from the Common Security Trustee after the occurrence and during the continuance any Credit Party (or from proceeds of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the any Collateral) following order of priority (but without prejudice to the right any acceleration of the Senior LendersLoan Obligations under this Agreement shall, subject to the terms of the Intercreditor AgreementOrders, to recover any shortfall from the Borrower): (a) firstbe applied: First, to payment of that portion of the Loan Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs disbursements and expenses other charges of counselcounsel payable under Section 8.07 and amounts payable under Article II) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent and/or Collateral Agent in their respective capacities such Person’s capacity as such; (b) second; Second, to payment of that portion of the Loan Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal and interest) payable to the Lenders (including fees, costs disbursements and expenses other charges of counsel payable under Section 8.07) arising under the Loan Documents and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior LendersII, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lenders, ratably among them in proportion to the respective amounts described in this clause third Second payable to them, as certified by the Senior Facility Agent; (d) fourth; Third, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loan Obligations constituting accrued and unpaid interest on the New Money Delayed Draw Term Loans payable to and the Senior LendersInterim Roll-Up Loans, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them; Fourth, as certified to payment of that portion of the Loan Obligations constituting unpaid principal of the New Money Delayed Draw Term Loans and the Interim Roll-Up Loans, ratably among the Lenders in proportion to the respective amounts described in this clause held by them; Fifth, to payment of that portion of the Senior Facility Agent Loan Obligations constituting accrued and (ii) unpaid interest on the cash collateralization Final Roll-Up Loans, ratably among the Lenders in proportion to the respective amounts described in this clause held by them; Sixth, to payment of that portion of the Loan Obligations constituting unpaid principal of the Final Roll-Up Loans, ratably among the Lenders in proportion to the respective amounts described in this clause held by them; Seventh, to the payment of all other Loan Obligations of any outstanding Letters Credit Party owing under or in respect of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, Loan Documents that are due and payable to the XX Xxxx Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Loan Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifthand Last, the balance, if any, after all of the Loan Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government RuleRequirements of Law.

Application of Proceeds. Subject From and after the date on which the Agent has taken any action pursuant to the terms this Section 8.2 and until all Obligations of the Intercreditor AgreementLoan Parties have been paid in full, any moneys and all proceeds received by the Senior Facility Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Agent, shall be applied in full as follows: (i) First, to reimburse the Agent for that portion of the Obligations constituting indemnities and out-of-pocket costs, expenses and disbursements, including reasonable attorneys’ and paralegals’ fees and legal expenses, incurred by the Agent payable under Section 9.5 [Reimbursement and Indemnification of Agent by Borrower], or in part by connection with realizing on the Senior Facility Agent against Collateral or collection of any of the other Obligations in of any of the following order Loan Parties under any of priority the Loan Documents; (but without prejudice ii) Second, to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) first, to payment repayment of that portion of the Obligations constituting fees, indemnities and out-of-pocket costs, expenses and disbursements, (other than principal, interest and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses fees on Letters of counselCredit) payable to the Senior Issuing Banks, Lenders and the Swing Line Lender Agent as issuer of Letters of Credit (excluding Commitment Fees covered including reasonable attorneys and paralegals’ fees and legal expenses incurred by clause (b) belowthe Lenders and the Agent as issuer of Letters of Credit), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lenders, ratably among them in proportion to the amounts respective amount described in this clause second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to and fees on the Loans payable to the Senior Lendersand fees on Letters of Credit, ratably among the Lenders and the Agent in its capacity as issuer of Letters of Credit in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (div) fourth, Fourth (a) to payment, on a pro rata basis, payment of (i) that portion of the Obligations constituting unpaid principal amount of the Loans payable and Letters of Credit, (b) to the Senior Lenderscash collateralize that Letters of Credit Outstanding, (c) to payment of breakage, termination or other amounts owing in respect of any Other Lender-Provided Financial Service Product, Lender-Provided Interest Rate Hedge or Lender-Provided Commodity Hedge, ratably among the Senior Lenders Lenders, the TM Providers, the IRH Providers, and the CH Providers and the Agent as issuer of Letters of Credit in proportion to the respective amounts described in this clause fourth Fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; and (ev) fifthLast, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government RuleLaw.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any Any moneys received by the Senior Facility Collateral Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and may be held by the period during which remedies have been initiated shall Collateral Agent as Collateral and/or, at the direction of the Administrative Agent, may be applied in full or in part by the Senior Facility Collateral Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, Collateral Agent to recover any shortfall from the Borrower):Borrowers) and, after its execution: (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including the fees and the fees, costs and expenses of counselcounsel and amounts payable under Article IV (Eurodollar Rate and Tax Provisions)) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent Agents in their respective capacities as suchsuch ratably among them in proportion to the amounts described in this clause first; (b) second, to payment of that portion of the Obligations (excluding principal and accrued interest on the Loans) constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including the Fees and the fees, costs and expenses of counsel and amounts payable under Article V IV (LIBOR Eurodollar Rate and Tax Provisions)) payable to the Senior Lenders, and the Qualified Counterparties ratably among the Lenders, and the Qualified Counterparties in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Administrative Agent; (c) third, to payment of that the portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lendersand each Interest Rate Protection Agreement (other than any payments of Swap Termination Value), ratably among the Lenders and Qualified Counterparties in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Administrative Agent; (d) fourth, to payment, on a pro rata basis, payment of (i) that the principal amount of the Loans payable to the Senior Lenders, and payment of Swap Termination Value due and owing under any Interest Rate Protection Agreement ratably among the Senior Lenders and Qualified Counterparties in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral AccountAdministrative Agent; and (e) fifthlast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by applicable Government RuleLaw.

Application of Proceeds. Subject to At the terms request of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee Required Lenders after the occurrence and during the continuance of an Event of Default and upon the period during which exercise of remedies have been initiated provided for in Section 8.2, any amounts received by any Agent on account of the Obligations (whether payments or proceeds of Collateral) shall be applied in full or in part by the Senior Facility such Agent against the Obligations in the following order of priority (but without prejudice order: First, to the right payment of that portion of the Senior LendersObligations constituting fees, subject indemnities, expenses and other amounts (other than principal and interest but including any expenses incurred in connection with the exercise of remedies against any Loan Party or the Collateral, fees, charges and disbursements of counsel to any Agent and amounts payable under Sections 2.14, 2.15 and 2.16) payable to any Agent in its capacity as such (including interest thereon); Second, to the terms payment of that portion of the Intercreditor AgreementObligations constituting interest and principal in respect of Swing Lien Loans and unreimbursed Letter of Credit drawings, in each case, which have not yet been converted into Revolving Loans, ratably among the Issuing Bank and Swing Line Lender in proportion to recover any shortfall from the Borrower): (a) firstrespective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest and expenses Letter of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts Credit fees payable under Article V (LIBOR and Tax ProvisionsSection 2.11(c)) payable to the Senior LendersLenders or the Issuing Bank (including any Letter of Credit fronting fees and Issuing Bank fees payable under Section 2.11(d) and the reasonable fees, charges and disbursements of counsel to the respective Lenders and the Issuing Bank and amounts payable under Sections 2.14, 2.15 and 2.16), in each case, ratably among them in proportion to the respective amounts described in this clause second Third payable to them, as certified by the Senior Facility Agent; (c) third; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees payable under Section 2.11(c) and interest (including default interest) with respect to on the Loans payable to the Senior LendersLoans, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenderseach case, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth Fourth payable to them; Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Revolving Loans ratably among the Lenders in proportion to the respective amounts described in this clause Fifth held by them; Sixth, as certified by to the Senior Facility Agent and (ii) Issuing Bank, to cash collateralize that portion of the cash collateralization Letter of any outstanding Credit Usage comprised of the aggregate undrawn amount of Letters of Credit in an amount not pursuant to exceed Section 2.4(i); Seventh, to the aggregate LC Available Amounts payment of all Letters other Obligations of Credit the Loan Parties that are then outstanding, due and payable to the XX Xxxx Collateral AccountAdministrative Agent and the other Secured Parties on such date, in each case, ratably among them in proportion to the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifthEighth, for the account of any applicable Lender Counterparty, to cash collateralize Obligations arising under any then outstanding Secured Swap Agreements, in each case, ratably among them in proportion to the respective amounts described in this clause Eighth payable to them; and Last, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull (excluding, for this purpose, any Obligations which have been cash collateralized in accordance with the terms hereof), to the Borrower or as otherwise required by applicable Government Rulein accordance with any Requirement of Law. Subject to Sections 2.4 and 2.21, amounts used to cash collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral (whether for Letters of Credit after all Letters of Credit have either been fully drawn or expired, or for Obligations in respect of any Secured Swap Agreements after all such agreements have been terminated), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above, and, if any amount then remains on deposit, it shall be promptly distributed to the Borrower.

Application of Proceeds. Subject (a) So long as no Secured Debt Default exists, the Collateral Agent will make available to the terms applicable Credit Agreement Representative the proceeds of all Net Cash Proceeds (as defined in each Credit Agreement) delivered to the Collateral Agent in accordance with Section 2.7(b)(v)(B) of the Intercreditor Revolving Credit Agreement and Section 2.7(d)(iii) of the Term Loan Agreement. (b) If a Secured Debt Default exists, the Collateral Agent will apply the proceeds of any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full collection, sale, foreclosure or in part by the Senior Facility Agent against the Obligations other realization upon all Collateral in the following order of and priority (but without prejudice provided, however, that (i) any amounts due to any Lender or the Issuing Bank (as defined in the Revolving Credit Agreement) shall be made available to the right applicable Credit Agreement Representative and (ii) the Collateral Agent shall have no obligation or responsibility hereunder in connection with the application of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borroweramounts received by any Credit Agreement Representative or any other Secured Party): (a1) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)i) and any other amounts (including fees, costs and expenses of counsel) payable due to the Senior Issuing BanksRevolving Administrative Agent, the Swing Line Lender Term Loan Administrative Agent, the Collateral Agent, the Issuing Banks (excluding Commitment Fees covered by clause (b) belowas defined in the Revolving Credit Agreement), the Senior Facility Revolving Lenders and the Term Lenders in respect of expenses due under Section 12.2 of each Credit Agreement or under this Agreement, as applicable, until paid in full, and then (ii) Fees (as defined in each Credit Agreement) and other amounts due to the Revolving Administrative Agent, the Common Security TrusteeTerm Loan Administrative Agent, the Accounts BankCollateral Agent, or the Intercreditor Agent in their respective capacities as such; (b) second, Revolving Lenders and the Term Lenders pursuant to payment of that portion Sections 11.6. and 12.10. of the Obligations constituting feesRevolving Credit Agreement or Sections 11.6. and 12.9. of the Term Loan Agreement, costsas applicable, expenses in each case under the foregoing clauses (and interest owing thereon (if any)i) and any other amounts (including feesii), costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause second (i) or (ii), as applicable, payable to them, as certified by the Senior Facility Agent; (c2) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect amounts due to the Loans payable to Collateral Agent, the Senior LendersRevolving Administrative Agent, ratably the Term Loan Administrative Agent, the Revolving Lenders and the Term Lenders in respect of Protective Advances (as defined in the Revolving Credit Agreement) in proportion to the respective amounts described in this clause third (2) payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenders, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior KEXIM Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior KEXIM Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior KEXIM Covered Facility Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior KEXIM Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V ARTICLE 4 (LIBOR and Tax Provisions)) payable to the Senior KEXIM Covered Facility Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior KEXIM Facility Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the KEXIM Covered Facility Loans payable to the Senior KEXIM Covered Facility Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior KEXIM Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the KEXIM Covered Facility Loans payable to the Senior LendersKEXIM Covered Facility Lenders (in inverse order of maturity), ratably among the Senior KEXIM Covered Facility Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior KEXIM Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral AccountAgent; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys Any amount received by the Senior Facility Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Common Security Trustee after the occurrence and during the continuance of an Obligations under this Agreement or any Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice with respect to the right of the Senior LendersBorrower under Section 11.5 shall, subject to the terms of the Intercreditor Agreement and any other applicable Customary Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstbe applied: First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs disbursements and expenses other charges of counselcounsel payable under Section 12.7 and amounts payable under Article II) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent and/or Collateral Agent in their respective capacities such Person’s capacity as such; (b) second; Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Banks (including fees, costs disbursements and expenses other charges of counsel payable under Section 12.7) arising under the Credit Documents and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior LendersII, ratably among them in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Unpaid Drawings, ratably among the Superpriority Lenders and the Issuing Banks in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourth; Fourth, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable to Obligations constituting unpaid principal of the Senior LendersSuperpriority Loans, ratably among the Senior Superpriority Lenders in proportion to the respective amounts described in this clause fourth Fourth held by them; (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans, as certified by the Senior Facility Agent Unpaid Drawings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management Agreements and (ii) the cash collateralization to Cash Collateralize that portion of any outstanding Letters of Credit in an amount not to exceed Outstanding comprising the aggregate LC Available Amounts undrawn amount of all Letters of Credit then outstandingto the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 3.7, ratably among the Lenders, the Issuing Banks, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause FourthSixth held by them; provided that (x) any such amounts applied pursuant to the foregoing clause (ii) shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Bank to Cash Collateralize such Letters of Credit Outstanding, (y) subject to Section 3.7, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to this clause FourthSixth shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause FourthSixth; FifthSeventh, to the payment of all other Obligations of the Credit Parties owing under or in respect of the Credit Documents that are due and payable to the XX Xxxx Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifthand Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government RuleRequirements of Law. Subject to Section 3.7, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms of the Intercreditor Agreementthis Section 9.2 and until Payment in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the account of the Issuing Lender, to cash collateralization of collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstandingCredit; (vi) Sixth, payable to the XX Xxxx Collateral Accountpayment of any other Obligations; and (evii) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations have been paid in fullwould constitute Excluded Hedge Liabilities; provided, however, that to the Borrower or as extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise required by applicable Government Ruleset forth above in this Section 9.2.5.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior KEXIM Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior KEXIM Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior LendersKEXIM, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior KEXIM Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V ARTICLE 4 (LIBOR and Tax Provisions)) payable to the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to themKEXIM, as certified by the Senior KEXIM Facility Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to themKEXIM Direct Facility Loans, as certified by the Senior KEXIM Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the KEXIM Direct Facility Loans payable to the Senior Lenders, ratably among the Senior Lenders KEXIM (in proportion to the respective amounts described in this clause fourth held by theminverse order of maturity), as certified by the Senior KEXIM Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral AccountAgent; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.

Application of Proceeds. Subject The Lenders, the Administrative Agent and the Collateral Agent agree, as among such parties, as follows: subject to the terms of the ABL/Term Loan Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee Junior Lien Intercreditor Agreement or any Other Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default Default, all amounts collected or received by the Administrative Agent, the Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise expressly provided herein, be applied as follows: first, to pay interest on and then principal of Agent Advances then outstanding, second, to pay interest on and then principal of Swingline Loans then outstanding, third, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of the Administrative Agent and the period during Collateral Agent in connection with enforcing the rights of the Agents, the Lenders and the Issuing Lenders under the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral), fourth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided herein) due and owing hereunder of each of the Lenders and each of the Issuing Lenders in connection with enforcing such Lender’s or such Issuing Lender’s rights under the Loan Documents, fifth, to pay (on a ratable basis) (A) interest on and then principal of Revolving Credit Loans then outstanding and any Reimbursement Obligations then outstanding, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent and (B) any outstanding obligations payable under (i) Designated Cash Management Agreements, up to the maximum amount of the exposure thereunder as notified from time to time by the Cash Management Party to the Administrative Agent pursuant to the definition of “Cash Management Reserves” and (ii) Designated Hedging Agreements up to the maximum amount of the MTM value thereunder as notified from time to time by the Hedging Party (or, if applicable, an alternative MTM value notified by the Borrower Representative pursuant to a Dealer Polling) to the Administrative Agent pursuant to the definition of “Designated Hedging Reserves”, in each case which remedies have been initiated are secured under the Security Documents, sixth, to pay obligations under Cash Management Arrangements (other than pursuant to any Designated Cash Management Agreements, but including any amounts not paid pursuant to clause “fifth”(B)(i) above), Permitted Hedging Arrangements (other than pursuant to any Designated Hedging Agreements, but including any amounts not paid pursuant to clause “fifth”(B)(ii) above) and Management Guarantees entered into with any Management Credit Provider (as defined in the Guarantee and Collateral Agreement) permitted hereunder and secured by the Guarantee and Collateral Agreement, and seventh, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause “fifth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be applied in full or in part held by the Senior Facility Collateral Agent against the Obligations in the following order of priority a cash collateral account and applied (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (ax) first, to payment reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of that portion Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the Obligations constituting feestypes described in such clause “fifth”. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, costs, expenses such moneys shall be allocated pro rata among the Lenders and Issuing Lenders based on their respective Commitment Percentages. This Subsection 10.15 may be amended (and interest owing thereon (if any)the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banksextent necessary to reflect differing amounts payable, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) secondand priorities of payments, to payment Lenders participating in any new classes or tranches of that portion of the Obligations constituting feesloans added pursuant to Subsections 2.6, costs, expenses (2.7 and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to them2.8, as certified by applicable. Notwithstanding the Senior Facility Agent; foregoing, Excluded Obligations (c) third, to payment of that portion of as defined in the Obligations constituting accrued Guarantee and unpaid interest (including default interestCollateral Agreement) with respect to the Loans payable to the Senior Lenders, ratably in proportion to the respective any Guarantor shall not be paid with amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenders, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower received from such Guarantor or as otherwise required by applicable Government Ruleits assets.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms this Section 9.2 [Consequences of the Intercreditor AgreementEvent of Default] and until Payment in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, the applicable Hedge Banks and the applicable Cash Management Banks, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the cash collateralization account of the Issuing Lender, to Cash Collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral AccountCredit; and (evi) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.4 [Application of Proceeds], no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations have been paid in fullwould constitute Excluded Hedge Liabilities; provided, however, that to the Borrower extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 9.2.4 [Application of Proceeds]. In addition, notwithstanding the foregoing, Obligations arising under Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation, as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as otherwise required the case may be. Each Person not a party to the Agreement that has given the notice contemplated by applicable Government Rulethe preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article 10 hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms this Section 9.2 and until all Obligations of the Intercreditor AgreementLoan Parties have been paid in full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Collateral, or any part thereof, or the exercise of any other remedy by the Collateral Trustee after or the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lendersapplied, subject to the terms provisions of the Intercreditor Collateral Trust Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, out-of-pocket expenses (and interest owing thereon (if any)) and any other amounts (including reasonable fees, costs charges and expenses disbursements of counselcounsel to the Administrative Agent, the Syndication Agent and the Collateral Trustee) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Administrative Agent, the Common Security Trustee, the Accounts Bank, Syndication Agent or the Intercreditor Agent Collateral Trustee in their respective capacities as such; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Lender (including fees, costs charges and expenses disbursements of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lendersrespective Lenders and the Issuing Lender) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to Loans, Letter of Credit Borrowings and other Obligations arising under the Senior LendersLoan Documents, ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (div) fourthFourth, to paymentthe Administrative Agent for the account of the Issuing Lender, on a pro rata basis, to Cash Collateralize that portion of (i) that principal Letter of Credit Obligations comprised of the aggregate undrawn amount of the Loans payable Letters of Credit to the Senior Lendersextent not otherwise Cash Collateralized by the Borrower pursuant to this Agreement; (v) Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Letter of Credit Borrowings and Obligations then owing under Specified Swap Agreements and Other Lender Provided Financial Service Product, ratably among the Senior Lenders Lenders, the Issuing Lender and the providers of Specified Swap Agreements and Other Lender Provided Financial Service Product in proportion to the respective amounts described in this clause fourth Fifth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; and (evi) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by applicable Government RuleLaw.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms of the Intercreditor Agreementthis Section 9.2 and until Payment In Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from the Common Security Trustee after exercise of any remedy by the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the account of the Issuing Lender, to cash collateralization of collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral AccountCredit; and (evi) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) if such Swap Obligations have been paid in fullwould constitute Excluded Hedge Liabilities; provided, however, that to the Borrower or as extent possible appropriate adjustments shall be made with respect to payments from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise required by applicable Government Ruleset forth above in this Section 9.2.5.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms this Section 8.2 and until all Obligations of the Intercreditor AgreementLoan Parties have been paid in full, any moneys and all proceeds received by the Senior Facility Administrative Agent from the Common Security Trustee after exercise of any remedy by the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Xxxxxx and Other Lender-Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Xxxxxx and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the account of the Issuing Lender, to cash collateralization of collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral AccountCredit; and (evi) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 8.2.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s collateral if such Swap Obligations have been paid in fullwould constitute Excluded Hedge Liabilities; provided, however, that to the Borrower or as extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise required by applicable Government Ruleset forth above in this Section 8.2.5.

Application of Proceeds. Subject (i) After the exercise of remedies provided for in Section 9.2 (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to the terms be Cash Collateralized as set forth in Section 9.2(b)), any amounts received on account of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated Secured Obligations shall be applied in full or in part by the Senior Facility Administrative Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstorder: First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs charges and expenses disbursements of counselcounsel to the Administrative Agent) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent in their respective capacities its capacity as such; (b) second; Second, to payment of all Protective Advances payable to the Administrative Agent until paid in full; Third, to payment of that portion of the Obligations constituting feesindemnities, costsexpenses, expenses (and interest owing thereon (if any)) and any other amounts (other than principal, interest and fees) payable to the Lenders and the Issuing Lender (including fees, costs charges and expenses disbursements of counsel to the respective Lenders and the Issuing Lender and amounts payable under Article V (LIBOR and Tax ProvisionsX)) payable to the Senior Lenders, ratably among them in proportion to the amounts described in this clause second Third payable to them, as certified by the Senior Facility Agent; (c) third; Fourth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, Letter of Credit Borrowings and other Obligations, and fees (including default interest) with respect to the Loans payable to the Senior LendersLetter of Credit Fees), ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause third Fourth payable to them, as certified by the Senior Facility Agent; (d) fourth; Fifth, to payment, on a pro rata basis, payment of (i) that portion of the Obligations constituting unpaid principal amount of the Loans payable and Letter of Credit Borrowings and to the Senior Lenderspayment of payment obligations then owing in respect of Other Liabilities, ratably among the Senior Lenders Secured Parties in proportion to the respective amounts described in this clause fourth Fifth held by them; Sixth, as certified by to the Senior Facility Administrative Agent and (ii) for the cash collateralization account of any outstanding Letters of Credit the Issuing Lender, to Cash Collateralize in an amount not to exceed less than the Minimum Collateral Amount that portion of Letter of Credit Obligations comprised of the aggregate LC Available Amounts undrawn amount of Letters of Credit; Seventh, to payment of all Letters of Credit then outstandingother Secured Obligations and Guaranteed Liabilities, payable ratably among the Secured Parties in proportion to the XX Xxxx Collateral Accountrespective amounts described in this clause Seventh held by them; and (e) fifthand Last, the balance, if any, after Payment In Full of all of the Obligations have been paid in fullSecured Obligations, to the Borrower Loan Parties or as otherwise required by Law. (ii) Amounts used to Cash Collateralize Secured Obligations pursuant to clause Fifth or Sixth above shall be applied to satisfy drawings under such Letters of Credit as they occur or to pay such Other Liabilities as they come due, as the case may be. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired and/or after Payment In Full of the Other Liabilities, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. (iii) Amounts distributed with respect to any Secured Obligations attributable to Other Liabilities shall be equal to the lesser of (a) the applicable Government Ruleamount of such Other Liabilities last reported to the Administrative Agent by the applicable Secured Party or (b) the actual amount of such Other Liabilities as calculated by the methodology reported to the Administrative Agent for determining the amount due. The Administrative Agent shall have no obligation to calculate the amount to be distributed with respect to any such Other Liabilities, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Secured Party providing such Secured Bank Products or Secured Hedge. In the absence of such notice, the Administrative Agent may assume the amount to be distributed is the amount of such obligations last reported to it. (iv) If and to the extent the Administrative Agent has received notice or other evidence that any amount claimed as a Secured Obligation is or could reasonably be determined to be an Excluded Swap Obligation with respect to any Guarantor, amounts received from any Guarantor or its assets shall not be applied to such Excluded Swap Obligations with respect to such Guarantor, and adjustments shall be made with respect to amounts received from other Loan Parties and their assets as the Administrative Agent may determine, in consultation with or at the direction of, the Lenders to be equitable (which may include, without limitation, the purchase and sale of participation interests) so that, to the maximum extent practical, the benefit of all amounts received from the Loan Parties and their assets are shared in accordance with the allocation of recoveries set forth above that would apply if the applicable Swap Obligations were not Excluded Swap Obligations. Each Loan Party acknowledges and consents to the foregoing.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior KSURE Covered Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior KSURE Covered Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior KSURE Covered Facility Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior KSURE Covered Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V ARTICLE 4 (LIBOR and Tax Provisions)) payable to the Senior KSURE Covered Facility Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior KSURE Covered Facility Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the KSURE Covered Facility Loans payable to the Senior KSURE Covered Facility Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior KSURE Covered Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the KSURE Covered Facility Loans payable to the Senior LendersKSURE Covered Facility Lenders (in inverse order of maturity), ratably among the Senior KSURE Covered Facility Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior KSURE Covered Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral AccountAgent; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms this Section 9.2 and until all Obligations of the Intercreditor AgreementLoan Parties have been paid in full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during the continuance exercise of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part any other remedy by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior LendersAdministrative Agent, shall, subject to the terms of the Pari Passu Intercreditor Agreement, to recover any shortfall from the Borrower):be applied as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees (other than Letter of Credit Fees), indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and each Swing Loan Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lender and each Swing Loan Lender in proportion to the respective amounts described in this clause First payable to them; (ii) Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest and expenses Letter of counselCredit Fees) payable to the Senior Issuing BanksLenders under the Loan Documents, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting including attorney fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to ratably among the Senior Lenders, ratably Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (div) fourthFourth, to payment, on a pro rata basis, payment of (i) that portion of the Obligations constituting unpaid principal amount of the Loans payable and Reimbursement Obligations and to Administrative Agent for the account of the Issuing Lenders, to Cash Collateralize any undrawn amounts under outstanding Letters of Credit (to the Senior Lendersextent not otherwise cash collateralized pursuant to this Agreement); (v) Fifth, to payment of that portion of Obligations then owing under Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, and Other Lender Provided Financial Service Products, ratably among the Senior Lenders Lenders, the applicable Cash Management Banks and the applicable Hedge Banks, in proportion to the respective amounts described in this clause fourth Fifth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; and (evi) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by Law. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause “Fourth” above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order specified above. Notwithstanding anything to the contrary in this Section 9.2, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise specified above in this Section 9.2. In addition, notwithstanding the foregoing, Obligations arising under Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation, as the Administrative Agent may reasonably request, from the applicable Government RuleCash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article 11 hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to Section 10.2 (or after the terms Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be Cash Collateralized as specified in the proviso to Section 10.2(a)) and until the Facility Termination Date, any and all proceeds received on account of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence Obligations shall (subject to Sections 2.9 [Defaulting Lenders] and during the continuance of an Event of Default and the period during which remedies have been initiated shall 10.2(a)(iii) [Generally]) be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees (other than Letter of Credit Fees), indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Loan Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lender and Swing Loan Lender in proportion to the respective amounts described in this clause First payable to them; (b) Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest and expenses Letter of counselCredit Fees) payable to the Senior Issuing BanksLenders under the Loan Documents, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting including attorney fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to ratably among the Senior Lenders, ratably Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourthFourth, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable to Obligations constituting unpaid principal of the Senior LendersLoans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate Xxxxxx, and Lender Provided Financial Service Products, ratably among the Senior Lenders Lenders, the Issuing Lender, the applicable Cash Management Banks and the applicable Hedge Banks, in proportion to the respective amounts described in this clause fourth Fourth held by them; (e) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the cash collateralization account of the Issuing Lender, to Cash Collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable (to the XX Xxxx Collateral Accountextent not otherwise Cash Collateralized pursuant to this Agreement); and (ef) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order specified above. Notwithstanding anything to the contrary in this Section 10.3, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Subsidiary Guaranty (including sums received as a result of the exercise of remedies with respect to such Subsidiary Guaranty) if such Swap Obligations would constitute Excluded Hedge Liabilities; provided that to the extent possible appropriate adjustments shall be made with respect to payments from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise specified above in this Section 10.3. In addition, notwithstanding the foregoing, Obligations arising under Lender Provided Interest Rate Xxxxxx and Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Government RuleCash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article 11 hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys Any amount received by the Senior Facility Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Common Security Trustee after the occurrence and during the continuance of an Obligations under this Agreement or any Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice with respect to the right of the Senior LendersBorrower under Section 11.5 shall, subject to the terms of the any applicable Junior Lien Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstbe applied: First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs disbursements and expenses other charges of counselcounsel payable under Section 12.7 and amounts payable under Article II) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent and/or Collateral Agent in their respective capacities such Person’s capacity as such; (b) second; Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Banks (including fees, costs disbursements and expenses other charges of counsel payable under Section 12.7) arising under the Credit Documents and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior LendersII, ratably among them in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Unpaid Drawings, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause third Third payable to them; Fourth, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans, the Unpaid Drawings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management Agreements and (ii) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of the Loans payable Letters of Credit to the Senior Lendersextent not otherwise Cash Collateralized by the Borrower pursuant to Section 3.7, ratably among the Senior Lenders Lenders, the Issuing Banks, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause fourth Fourth held by them, as certified by ; provided that (x) any such amounts applied pursuant to the Senior Facility Agent and foregoing clause (ii) shall be paid to the cash collateralization Administrative Agent for the ratable account of any outstanding the applicable Issuing Bank to Cash Collateralize such Letters of Credit in an amount not Outstanding, (y) subject to exceed Section 3.7, amounts used to Cash Collateralize the aggregate LC Available Amounts undrawn amount of all Letters of Credit then outstandingpursuant to this clause Fourth shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause Fourth; Fifth, to the payment of all other Obligations of the Credit Parties owing under or in respect of the Credit Documents that are due and payable to the XX Xxxx Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifthand Last, the balance, if any, after all of the Obligations have been paid in fullpaid, to the Borrower or as otherwise required by applicable Government RuleRequirements of Law. Subject to Section 3.7, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. Subject to the terms of the Junior Lien Intercreditor Agreement, the Pari Intercreditor Agreement and any moneys other intercreditor agreement or arrangement permitted by this Agreement, any amount received by the Senior Facility Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Common Security Trustee after the occurrence and during the continuance of an Obligations under this Agreement or any Event of Default and with respect to the period during which remedies have been initiated Borrower under Section 11.5 shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):applied: (ai) first, to the payment of all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Collateral or otherwise in connection with any Credit Document, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented out-of-pocket costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document, in each case to the extent reimbursable hereunder or thereunder; (ii) second, to the payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Letter of Credit Issuers (including fees, costs charges and expenses disbursements of counsel) payable counsel to the Senior Issuing Banks, respective Lenders and the Swing Line Lender (excluding Commitment Fees covered by clause (bLetter of Credit Issuers) below), arising under the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior LendersCredit Documents, ratably among them in proportion to the respective amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (ciii) third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to Loans, L/C Borrowings and other Obligations arising under the Senior LendersCredit Documents, ratably among the Lenders and the Letter of Credit Issuers in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (div) fourth, to payment, on a pro rata basis, the payment of (i) that principal amount portion of the Loans payable Obligations constituting unpaid principal of the Loans, L/C Borrowings (including an amount sufficient to Cash Collateralize the Senior Lendersundrawn amounts of any Letters of Credit Outstanding) and Obligations then owing under Secured Hedge Obligations, Secured Cash Management Obligations or Secured Bank Product Obligations, ratably among the Senior Lenders Lenders, the Letter of Credit Issuers, the Hedge Banks, the Cash Management Banks and Bank Product Providers in proportion to the respective amounts described in this clause fourth held by them; (v) fifth, as certified by to the Senior Facility Agent and (ii) the cash collateralization payment of any outstanding Letters other Obligations, ratably among the Lenders, the Letter of Credit Issuers, the Hedge Banks, the Cash Management Banks and Bank Product Providers in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable proportion to the XX Xxxx Collateral Accountrespective amounts described in this clause fifth held by them; and (evi) fifthsixth, the balance, if any, after all of the Obligations have been any surplus then remaining shall be paid in full, to the Borrower applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as otherwise required a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any Letters of Credit Outstanding that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by applicable Government Rulethe Administrative Agent in the order specified in clauses (i) through (vi) above. Notwithstanding the foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any Any moneys received by the Senior Facility Collateral Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and may be held by the period during which remedies have been initiated shall Collateral Agent as Collateral and/or, at the direction of the Administrative Agent, may be applied in full or in part by the Senior Facility Collateral Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, Collateral Agent to recover any shortfall from the Borrower): (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counselcounsel and amounts payable under Article IV (Eurodollar Rate and Tax Provisions)) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent Agents in their respective capacities as suchsuch ratably among them in proportion to the amounts described in this clause first; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V IV (LIBOR Eurodollar Rate and Tax Provisions)) but excluding principal of and accrued interest on the Loans or any Interest Rate Protection Agreement payable to the Senior LendersLenders and the Interest Rate Protection Providers, ratably among the Lenders and the Interest Rate Protection Providers in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third, to payment of that the portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lendersand Interest Rate Protection Agreement (other than any payments of Swap Termination Value), ratably among the Lenders and the Interest Rate Protection Providers in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that the principal amount of the Loans and any Primary Swap Obligations payable by the Borrower to the Senior LendersLenders and Interest Rate Protection Providers, ratably among the Senior Lenders and the Interest Rate Protection Providers in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; and (e) fifthlast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Borrowers or as otherwise required by applicable Government RuleApplicable Law.

Application of Proceeds. Subject The Lenders, the Administrative Agent and the Collateral Agent agree, as among such parties, as follows: subject to the immediately succeeding paragraph and the terms of the any Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee Other Intercreditor Agreement and any Intercreditor Agreement Supplement, after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full Default, all amounts collected or in part received by the Senior Facility Agent against Administrative Agent, the Obligations Collateral Agent, any Lender or any Issuing Lender on account of amounts then due and outstanding under any of the Loan Documents (the “Collection Amounts”) shall, except as otherwise expressly provided herein, be distributed and applied in the following order of priority (but without prejudice in each case, to the right extent the Administrative Agent has actual knowledge of the Senior Lenders, amounts owing or outstanding as described below and subject to the terms any application of the any such amounts otherwise required pursuant to Section 4.4(b), or otherwise required by any Intercreditor Agreement, to recover any shortfall from the Borrower): Other Intercreditor Agreement and any Intercreditor Agreement Supplement): (a1) first, to payment of that portion of the Obligations constituting fees, costs, expenses pay (on a ratable basis) all reasonable fees and interest owing thereon (if any)) and any other amounts (including fees, out-of-pocket costs and expenses of counsel) payable (including attorneys’ fees to the Senior Issuing Banksextent provided herein) due and owing to the Administrative Agent and the Collateral Agent under the Loan Documents, including in connection with enforcing the rights of the Agents, the Swing Line Lender Lenders and the Issuing Lenders under the Loan Documents (excluding Commitment Fees covered by clause including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced to the Collateral Agent or to preserve its security interest in the Collateral); (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b2) second, to payment of that portion of the Obligations constituting fees, costs, expenses pay (on a ratable basis) all reasonable fees and interest owing thereon (if any)) and any other amounts (including fees, out-of-pocket costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable including reasonable attorneys’ fees to the Senior Lendersextent provided herein) due and owing to each of the Lenders and each of the Issuing Lenders under the Loan Documents, ratably including in proportion to connection with enforcing such Lender’s or such Issuing Lender’s rights under the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; Loan Documents; (c3) third, to pay (on a ratable basis) to the applicable Revolving Issuing Lender with respect to a Revolving Letter of Credit, any Revolving L/C Participant’s Revolving Commitment Percentage of any unreimbursed payment made by such Revolving Issuing Lender under a Revolving Letter of Credit that portion has not been paid by the applicable Borrower, provided that the Collateral Agent on behalf of the Obligations constituting Secured Parties shall be subrogated to the rights of such Revolving Issuing Lender against such Revolving L/C Participant with respect to any amount paid pursuant to this clause “third”; (4) fourth, to pay (on a ratable basis) accrued and unpaid interest on Loans then outstanding; (including default interest5) fifth, to pay (on a ratable basis) principal of Loans then outstanding, obligations under Hedge Agreements and Bank Products Agreements secured by the Security Documents, and any Reimbursement Amounts then outstanding and not reimbursed pursuant to clause “third” above (or in the case of Term Letters of Credit, the immediately succeeding paragraph), and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the Administrative Agent (in the case of Term L/C Obligations, to the extent not cash collateralized as provided in the immediately succeeding paragraph); (6) sixth, to pay (on a ratable basis) all other outstanding amounts due and payable to the Administrative Agent, the Collateral Agent, the Lenders and the Issuing Lenders; and (7) seventh, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause “fifth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to reimburse the applicable Issuing Lender from time to time for any drawings under such Letters of Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the types described in such clause “fifth”. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Persons entitled to payment of such obligations based on the relative amounts of such obligations. Notwithstanding the foregoing, with respect to the Loans payable to the Senior Lendersany Term C Loan Collateral Account (and all amounts deposited therein or credited thereto), ratably any Collection Amounts so received in proportion to the respective amounts described in this clause third payable to them, respect thereof shall be applied as certified by the Senior Facility Agent;follows: (di) fourth, to paymentFirst, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenders, ratably among payment of all amounts due to the Senior relevant Term Issuing Lenders in proportion an amount equal to the respective amounts described all unreimbursed payments made by Term Issuing Lenders in this clause fourth held by them, as certified respect of Term Letters of Credit that have not been paid by the Senior Facility Agent and applicable Borrowers; (ii) Second, on a pro rata basis, to the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts payment of all Letters of Credit then outstanding, payable other amounts due to the XX Xxxx Collateral Account; andTerm Issuing Lenders under any of the Loan Documents, in their capacity as such; (eiii) fifthThird, on a pro rata basis, to cash collateralize any remaining outstanding Term L/C Obligations on terms reasonably satisfactory to the applicable Term Issuing Lenders; (iv) Fourth, on a pro rata basis, to the payment of all other Obligations in respect of the Term C Loans (in the order specified in clauses (2), (4) and (5) above with respect to all other Collection Amounts); (v) Last, the balance, if any, after all of the relevant Term L/C Obligations and Obligations in respect of Term C Loans have been indefeasibly paid in fullfull in cash, as set forth above with respect to all other Collection Amounts. This Section 10.13 may be amended (and the Lenders hereby irrevocably authorize the Administrative Agent to enter into any such amendment) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Sections 2.9, 2.10 and 2.11, as applicable. Notwithstanding the Borrower foregoing, Excluded Obligations (as defined in the Guarantee and Collateral Agreement) with respect to any Guarantor shall not be paid with amounts received from such Guarantor or as otherwise required by applicable Government Ruleits assets and such Excluded Obligations shall be disregarded in any application of Collection Amounts pursuant to the preceding paragraph.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms of the Intercreditor Agreementthis Section 9.2 and until Payment in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate Xxxxxx, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Xxxxxx and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the account of the Issuing Lender, to cash collateralization of collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral AccountCredit; and (evi) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.4, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations have been paid in fullwould constitute Excluded Hedge Liabilities; provided, however, that to the Borrower or as extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise required by applicable Government Ruleset forth above in this Section 9.2.4.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys Any amount received by the Senior Facility Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following any acceleration of the Common Security Trustee after the occurrence and during the continuance of an Obligations under this Agreement or any Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice with respect to the right of the Senior LendersBorrower under Section 11.5 shall, subject to the terms of the Intercreditor Agreement and any other applicable Customary Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstbe applied: First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs disbursements and expenses other charges of counselcounsel payable under Section 12.7 and amounts payable under Article II) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent and/or Collateral Agent in their respective capacities such Person’s capacity as such; (b) second; Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Banks (including fees, costs disbursements and expenses other charges of counsel payable under Section 12.7) arising under the Credit Documents and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior LendersII, ratably among them in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Unpaid Drawings, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans, the Unpaid Drawings and Obligations then owing under Secured Hedge Agreements and the Secured Cash Management Agreements and (ii) to Cash Collateralize that portion of Letters of Credit Outstanding comprising the aggregate undrawn amount of the Loans payable Letters of Credit to the Senior Lendersextent not otherwise Cash Collateralized by the Borrower pursuant to Section 3.7, ratably among the Senior Lenders Lenders, the Issuing Banks, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause fourth Fourth held by them, as certified by ; provided that (x) any such amounts applied pursuant to the Senior Facility Agent and foregoing clause (ii) shall be paid to the cash collateralization Administrative Agent for the ratable account of any outstanding the applicable Issuing Bank to Cash Collateralize such Letters of Credit in an amount not Outstanding, (y) subject to exceed Section 3.7, amounts used to Cash Collateralize the aggregate LC Available Amounts undrawn amount of all Letters of Credit then outstandingpursuant to this clause Fourth shall be applied to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral attributable to such expired Letter of Credit shall be distributed in accordance with this clause Fourth; Fifth, to the payment of all other Obligations of the Credit Parties owing under or in respect of the Credit Documents that are due and payable to the XX Xxxx Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifthand Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government RuleRequirements of Law. Subject to Section 3.7, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Notwithstanding the foregoing, no amounts received from any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after After the occurrence and during the continuance of an Event of Default and acceleration of the period during which remedies have been initiated Lender Debt as herein provided, the proceeds of the Collateral and of property of Persons other than the Credit Parties securing the Lender Debt and collections from each Guaranty shall be applied in full or in part by the Senior Facility Agent against to payment of the Obligations Lender Debt in the following order order, unless a court of priority competent jurisdiction shall otherwise direct: (but without prejudice i) FIRST, to payment of all costs and expenses of the Agent, each Issuing Lender and the Lenders incurred in connection with the preservation, collection and enforcement of the Lender Debt or any Guaranties, or of any of the Liens granted to the right of the Senior Lenders, subject Agent pursuant to the terms of Security Documents or otherwise, including, without limitation, any amounts advanced by the Intercreditor Agreement, Agent or the Lenders to recover any shortfall from protect or preserve the Borrower):Collateral; (aii) firstSECOND, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third, to payment of that portion of the Obligations Debt constituting accrued and unpaid interest (including default interest) and fees and indemnities payable under Sections 2, 2A and 3 hereof, ratably amongst the Agent, each Issuing Lender and the Lenders in accordance with respect the proportion which the accrued interest and fees and indemnities payable under Sections 2, 2A and 3 hereof constituting the Lender Debt owing to the Loans payable Agent, each Issuing Lender and each such Lender at such time bears to the Senior Lendersaggregate amount of accrued interest and fees and indemnities payable under Sections 2, ratably in proportion 2A and 3 hereof constituting the Lender Debt owing to the respective amounts described Agent, each Issuing Lender and all of the Lenders at such time until such interest, fees and indemnities shall be paid in this clause third payable to them, as certified by the Senior Facility Agentfull; (diii) fourthTHIRD, to paymentthe Agent in an amount equal to the then aggregate contingent Letter of Credit Obligations (to the extent that such obligations exceed Letter of Credit Cash Collateral securing the payment of same) to be held by the Agent for the payment of such Letter of Credit Obligations when and if due and payable; (iv) FOURTH, on a pro rata basisto payment of the principal of the Lender Debt (which shall exclude all contingent Letter of Credit Obligations and shall include all the other unpaid Letter of Credit Obligations), of (i) that ratably amongst the Lenders and each Issuing Bank in accordance with the proportion which the principal amount of the Loans payable such Lender Debt owing to each such Lender and Issuing Lender bears to the Senior Lendersaggregate principal amount of such Lender Debt owing to all of such Lenders and Issuing Lenders until such principal of such Lender Debt shall be paid in full; (v) FIFTH, to the payment of all other Lender Debt, ratably among amongst the Senior Lenders in accordance with the proportion which the amount of such other Lender Debt owing to each such Lender bears to the respective amounts described aggregate principal amount of such other Lender Debt owing to all of the Lenders until such other Lender Debt shall be paid in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Accountfull; and (evi) fifthSIXTH, the balance, if any, after all of the Obligations have Lender Debt has been paid in fullsatisfied, to the Borrower or shall, except as otherwise provided in the Security Documents, be deposited by the Agent in an operating account of the Company with the Agent designated by the Company, or paid over to such other Person or Persons as may be required by law. In the event that the amount of monies received by the Agent under clause (iii) above with respect to a Letter of Credit for which there are contingent Letter of Credit Obligations at the time of the Agent's receipt of such monies shall, together with any Letter of Credit Cash Collateral securing such contingent Letter of Credit Obligations which is not securing other Lenders Debt, exceed the amount of actual payments the applicable Government RuleIssuing Lender shall have made with respect to such Letter of Credit after the Agent's receipt of such monies, which determination shall be made after such Letter of Credit has been terminated or has expired, then the Agent shall apply such excess monies and Letter of Credit Cash Collateral in accordance with this Section 10.5.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after After the occurrence and during the continuance of an (i) any Cash Dominion Event or (ii) any Event of Default and acceleration of the period during which remedies have been initiated Obligations, all proceeds realized from any Loan Party or on account of any Collateral owned by a Loan Party or any payments in respect of any Obligations and all proceeds of the Collateral, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):order: (a) firstFIRST, ratably to payment of that portion of pay the Obligations constituting feesin respect of any Credit Party Expenses, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable then due to the Senior Issuing Banks, Administrative Agent and the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Collateral Agent until paid in their respective capacities as suchfull; (b) secondSECOND, ratably to payment of that portion of the Obligations constituting feespay any Credit Party Expenses and indemnities, costs, expenses (and interest owing thereon (if any)) and to pay any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable fees then due to the Senior Lenders, ratably until paid in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agentfull; (c) thirdTHIRD, to the extent not previously reimbursed by the Lenders, to payment to the Agents of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agenton any Permitted Overadvances; (d) fourthFOURTH, to paymentthe extent not previously reimbursed by the Lenders, to payment to the Agents of that portion of the Obligations constituting principal on a pro rata basisany Permitted Overadvances; (e) FIFTH, to the extent that Swingline Loans have not been repaid by the Lenders, payment to the Swingline Lender of that portion of the Obligations constituting accrued and unpaid interest on the Swingline Loans; (f) SIXTH, to the extent that Swingline Loans have not been repaid by the Lenders, payment to the Swingline Lender of that portion of the Obligations constituting principal on the Swingline Loans; (g) SEVENTH, ratably to pay interest accrued in respect of the Obligations (other than Other Liabilities) until paid in full; (h) EIGHTH, ratably to pay principal due in respect of the Revolving Loans until paid in full; (i) that principal NINTH, to the Administrative Agent, to be held by the Administrative Agent, for the ratable benefit of the Issuing Banks and the Lenders as Cash Collateral in an amount equal to 103% of the amount of the Loans payable all Letter of Credit Outstandings (other than Letter of Credit Outstandings with respect to the Senior Lenders, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit denominated in a currency other than Dollars, which Letter of Credit Outstandings shall be Cash Collateralized in an amount not equal to exceed 115% of the aggregate LC Available Amounts amount of all Letters such Letter of Credit then outstandingOutstandings) until paid in full, (j) TENTH, payable to the XX Xxxx Collateral Accountpay outstanding Obligations with respect to Cash Management Services furnished to any Loan Party; (k) ELEVENTH, to pay outstanding Obligations with respect to Bank Products furnished to any Loan Party; (l) TWELFTH, ratably to pay any other outstanding Obligations (including any other outstanding Other Liabilities); and (em) fifth, the balance, if any, after all of the Obligations have been paid in fullTHIRTEENTH, to the Lead Borrower or as otherwise required by applicable Government Rulesuch other Person entitled thereto under Applicable Law.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms of the Intercreditor Agreementthis Section 9.2 and until Payment In Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and expenses of counselthe Swing Loan Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lender and Swing Loan Lender in proportion to the respective amounts described in this clause (i) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as suchthem; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second (ii) payable to them, as certified by the Senior Facility Agent;; Table of Contents (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth (iii) payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and amounts to cash collateralize any undrawn amounts under outstanding Letters of Credit, and payment obligations then owing under Lender Provided Interest Rate Hxxxxx and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Hxxxxx and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause (iv) held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; and (ev) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible, appropriate adjustments shall be made by the Administrative Agent with respect to the allocation of payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the ratable payment of the Obligations have been paid among the Lenders as contemplated by Section 9.2.5(iv) after taking into account payments made by, or proceeds received from, any Non-Qualifying Party in full, to respect of the Borrower or as otherwise required by applicable Government RuleObligations.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms of the Intercreditor Agreementthis Section 9.2 and until Payment in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of any assets, or any part thereof, or the Common Security Trustee after exercise of any other remedy by the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including reasonable attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including reasonable attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate Xxxxxx and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Xxxxxx and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the account of the Issuing Lender, to cash collateralization of collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral AccountCredit; and (evi) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.4, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) if such Swap Obligations have been paid in fullwould constitute Excluded Hedge Liabilities; provided, however, that to the Borrower or as extent possible appropriate adjustments shall be made with respect to payments from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise required by applicable Government Ruleset forth above in this Section 9.2.4.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms this Section 9.2 [Consequences of Event of Default] and until all Obligations of the Intercreditor AgreementLoan Parties have been Paid in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and Collateral Agent or the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, out-of-pocket expenses (and interest owing thereon (if any)) and any other amounts (including reasonable fees, costs charges and expenses disbursements of counselcounsel to the Administrative Agent and the Collateral Agent) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, Administrative Agent or the Intercreditor Collateral Agent in their respective capacities as such; (b) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Issuing Lenders (including fees, costs charges and expenses disbursements of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior respective Lenders and the Issuing Lenders) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause second (b) payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to Loans, Letter of Credit Borrowings and other Obligations arising under the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior LendersLoan Documents, ratably among the Senior Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause fourth (c) payable to them; (d) Fourth, to the Administrative Agent for the account of the Issuing Lenders, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to this Agreement; (e) Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Letter of Credit Borrowings and Obligations then owing under Specified Swap Agreements and Other Lender Provided Financial Service Product, ratably among the Lenders, the Issuing Lenders and the providers of Specified Swap Agreements and Other Lender Provided Financial Service Product in proportion to the respective amounts described in this clause (e) held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; and (ef) fifthLast, the balance, if any, after all of the Obligations have been paid indefeasibly Paid in fullFull, to the Borrower or as otherwise required by applicable Government RuleLaw. Notwithstanding the foregoing, (a) amounts received from the Borrower or any Guarantor that is not a Qualified ECP Loan Party shall not be applied to the Obligations that are Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this clause (a), the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clause Fifth above from amounts received from a Qualified ECP Loan Party to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause Fifth above by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause Fifth above) and (b) Obligations arising under Specified Swap Agreements and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the counterparty to such Specified Swap Agreement or Other Lender Provided Financial Service Product, as the case may be. Each counterparty to a Specified Swap Agreements and Other Lender Provided Financial Service Products not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Section 10 [The Administrative Agent] hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to this Section 8.2 [Consequences of Event of Default] and until Payment In Full, and subject to the terms provisions of the Intercreditor AgreementSection 10.13 [Bifurcation of Obligations], any moneys and all proceeds received by the Senior Facility Administrative Agent from the Common Security Trustee after exercise of any remedy by the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against as follows: (A) First, to payment of that portion of the Obligations in the following order constituting fees (other than Letter of priority (but without prejudice Credit Fees), indemnities, expenses and other amounts, including attorney fees, payable to the right of Administrative Agent in its capacity as such, the Senior LendersIssuing Lender in its capacity as such and the Swing Loan Lender in its capacity as such, subject ratably among the Administrative Agent, the Issuing Lender and Swing Loan Lender in proportion to the terms of the Intercreditor Agreement, respective amounts described in this clause First payable to recover any shortfall from the Borrower):them; (aB) firstSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest and expenses Letter of counselCredit Fees) payable to the Senior Issuing BanksLenders under the Loan Documents, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting including attorney fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to ratably among the Senior Lenders, ratably Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (cC) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause fourth Third payable to them; (D) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under any Lender Provided Interest Rate Hedge, Lender Provided Foreign Currency Hedge and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (E) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the account of the Issuing Lender, to cash collateralization of collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable (to the XX Xxxx Collateral Accountextent not otherwise cash collateralized pursuant to this Agreement); and (eF) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, full to the Borrower Borrowers or as otherwise required by applicable Government RuleLaw. Notwithstanding anything to the contrary in this Section 8.2.4, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible appropriate adjustments shall be made 216004669 with respect to payments from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Section 8.2.4.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of (a) If an Event of Default shall have occurred and be continuing, at any time at the period during which remedies have been initiated shall be applied Agent’s election, the Agent may, notwithstanding the provisions of Section 2.14 of the Credit Agreement, apply all or any part of the net Proceeds (after deducting fees and expenses as provided in full or in part Section 6.5 below) of Collateral realized through the exercise by the Senior Facility Agent against of its remedies hereunder, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2 hereof, in payment of the Canadian Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to provided that if the terms of any Permitted Amendment provide for application of such Proceeds to the Intercreditor Agreementpayment of any Canadian Obligations in a less favourable order, then the terms of such Permitted Amendment shall govern with respect to recover any shortfall from such Canadian Obligations and the Borrower): (a) firstAgent shall apply such Proceeds in such different order): First, to payment of that portion of the Canadian Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (other than principal and interest, Cash Management obligations under Specified Hedge Agreements and Reimbursement Obligations, but including fees, costs legal fees and expenses disbursements payable under the Credit Agreement and amounts payable under Section 2 of counselthis Agreement) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities its capacity as such; (b) second; Second, to payment of that portion of the Canadian Obligations constituting (or constituting guarantees of) fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal and interest, Cash Management Obligations, obligations under the Specified Hedge Agreements, Reimbursement Obligations and, to the extent payable under clause First, legal fees and disbursements) payable to the Secured Parties (including fees, costs legal fees and expenses of counsel disbursements payable under the Credit Agreement and amounts payable under Article V (LIBOR and Tax ProvisionsSection 2 of this Agreement)) payable to the Senior Lenders, ratably among them in proportion to the amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Canadian Obligations constituting (or constituting guarantees of) accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lendersand LC Disbursements, ratably among the holders of such Canadian Obligations in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourth; Fourth, to payment, on a pro rata basis, payment of that portion of the Canadian Obligations constituting (ior constituting guarantees of) that unpaid principal amount of the Loans payable and Reimbursement Obligations, and, to the Senior Lendersextent required under Section 2.7(j) of the Credit Agreement, to cash collateralize the portion of such LC Disbursements comprised of the aggregate undrawn amounts of Letters of Credit, ratably among the Senior Lenders holders of such Canadian Obligations in proportion to the respective amounts described in this clause fourth Fourth held by them; Fifth, as certified by to the Senior Facility Agent payment of amounts (or constituting guarantees of amounts) then due and (ii) payable under Canadian Obligations constituting Specified Hedge Agreements and Cash Management Obligations then due and payable and all other Canadian Obligations of the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit Canadian Loan Parties that are then outstanding, due and payable to the XX Xxxx Collateral AccountAgent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Canadian Obligations owing to the Agent and the other Secured Parties on such date; and (e) fifthand Last, the balance, if any, after all of the Canadian Obligations have been paid in full, to the Borrower relevant Canadian Loan Party or as otherwise required by applicable Government Rulelaw. Notwithstanding the foregoing, amounts received from any Grantor that is not a Qualified ECP Guarantor shall not be applied to any Excluded Swap Obligation of such Grantor. For the avoidance of doubt, no assets that are described in clauses (8), (13) or (15) of the definition of Excluded Assets shall be used to support any US Borrower Obligations. (b) The Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of proceeds in the amount agreed upon by the Agent or by the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Agent or such officer or be answerable in any way for the misapplication thereof. (c) Amounts used to cash collateralize Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Canadian Obligations, if any, in the order set forth above and subject to the limitations set forth above. (d) Notwithstanding the foregoing, Canadian Obligations arising in connection with Cash Management Services or under Specified Hedge 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 applicable Qualified Counterparty or applicable Grantor; provided that in no event shall proceeds of any Collateral of any Grantor that is not an “eligible contract participant” as defined in the Commodity Exchange Act be applied to any Excluded Swap Obligations.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms this Section 9.2 and until all Obligations of the Intercreditor AgreementLoan Parties have been Paid In Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against as follows: First, to payment of that portion of the Obligations in the following order constituting fees (other than Unused Line Fees and Letter of priority (but without prejudice Credit Fees), indemnities, expenses and other amounts, including attorney fees, payable to the right of Administrative Agent in its capacity as such, the Senior LendersIssuing Lender in its capacity as such and the Swing Loan Lender in its capacity as such, subject ratably among the Administrative Agent, the Issuing Lender and Swing Loan Lender in proportion to the terms of the Intercreditor Agreement, respective amounts described in this clause First payable to recover any shortfall from the Borrower): (a) firstthem; Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest, Unused Line Fees and expenses Letter of counselCredit Fees) payable to the Senior Issuing BanksLenders under the Loan Documents, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting including attorney fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to ratably among the Senior Lenders, ratably Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid Unused Line Fees, Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourth; Fourth, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable to Obligations constituting unpaid principal of the Senior LendersLoans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate Xxxxxx and Other Lender Provided Financial Service Products, ratably among the Senior Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Xxxxxx and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause fourth Fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.;

Application of Proceeds. Subject to the terms of DIP Order, the Intercreditor AgreementLenders and the Administrative Agent agree, any moneys received by the Senior Facility Agent from the Common Security Trustee as among such parties, as follows: after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full Default, all amounts collected or in part received by the Senior Facility Administrative Agent against or any Lender on account of amounts then due and outstanding under any of the Obligations Loan Documents shall, except as otherwise expressly provided herein, be distributed and applied in the following order of priority (but without prejudice in each case, to the right extent the Administrative Agent has actual knowledge of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): amounts owing or outstanding as described below): (a1) first, to payment of that portion of the Obligations constituting fees, costs, expenses (pay all reasonable fees and interest owing thereon (if any)) and any other amounts (including fees, out-of-pocket costs and expenses of counsel) payable (including attorneys’ fees to the Senior Issuing Banksextent provided herein) due and owing to the Administrative Agent under the Loan Documents, including in connection with enforcing the Swing Line Lender rights of the Administrative Agent and the Lenders under the Loan Documents (excluding Commitment Fees covered by clause including all expenses of sale or other realization of or in respect of the DIP Collateral and any sums advanced to the Administrative Agent or to preserve its security interest in the DIP Collateral); (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b2) second, to payment of that portion of the Obligations constituting fees, costs, expenses pay (on a ratable basis) all reasonable fees and interest owing thereon (if any)) and any other amounts (including fees, out-of-pocket costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable including reasonable attorneys’ fees to the Senior Lendersextent provided herein) due and owing to each of the Lenders under the Loan Documents, ratably including in proportion to connection with enforcing such Lender’s rights under the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; Loan Documents; (c3) third, to payment of that portion of the Obligations constituting pay (on a ratable basis) accrued and unpaid interest on Loans then outstanding; (including default interest4) fourth, to pay (on a ratable basis) accrued and unpaid commitment fees on the Commitments pursuant to Section 4.5(b), (5) fifth, to pay (on a ratable basis) principal of Loans then outstanding; (6) sixth, to pay (on a ratable basis) all other outstanding amounts due and payable to the Administrative Agent and the Lenders; and (7) seventh, to pay the surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant to clause “fifth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Persons entitled to payment of such obligations based on the relative amounts of such obligations. Notwithstanding the foregoing, Excluded Obligations (as defined in the Guarantee Agreement) with respect to the Loans payable to the Senior Lenders, ratably in proportion to the respective any Guarantor shall not be paid with amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenders, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower received from such Guarantor or as otherwise required by applicable Government Ruleits assets.

Application of Proceeds. Subject to (a) Amounts deposited in the terms of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated Credit Agreement Collateral Account shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice priority: First, to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) first, to payment of all Outstanding Credit Agreement Obligations that portion consist of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses incurred in connection with the enforcement or protection of counsel) payable the rights of the Credit Agreement Parties and other fees and expenses of the Administrative Agent; Second, to the Credit Agreement Parties in respect of the Outstanding Credit Agreement Obligations pro rata in accordance with the aggregate amounts of the Outstanding Credit Agreement Obligations at such time, until the Outstanding Credit Agreement Obligations shall have been paid in full; Third, if there is any Unfunded L/C Exposure to the Letter of Credit Collateral Account in an amount equal to such Unfunded L/C Exposure; Fourth, if there are any Outstanding Senior Note Obligations to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenders, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit Note Collateral Account in an amount not equal to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Accountsuch outstanding Senior Note Obligations; and (e) fifthand Fifth, the balance, if any, after to the Company or such other person or persons as shall be entitled thereto. (b) Amounts deposited in the Senior Note Collateral Account shall be applied in the following order of priority: First, to the payment of all Outstanding Senior Note Obligations that consist of costs and expenses incurred in connection with the enforcement or protection of the rights of the Senior Note Creditors and other fees and expenses of the Indenture Trustee; Second, to the Senior Note Creditors pro rata in accordance with the aggregate amounts of the Outstanding Senior Note Obligations at such time, until the Outstanding Senior Note Obligations shall have been paid in full; Third, if there are any Outstanding Credit Agreement Obligations (or if the Lenders shall have any remaining commitments to lend under the Credit Agreement), or if there is any Unfunded L/C Exposure (or if the Lenders shall have any remaining commitments to participate in the issuance of Letters of Credit), to the Borrower Credit Agreement Collateral Account and the Letter of Credit Collateral Account pro rata in accordance with the respective amounts of such Outstanding Obligations; and Fourth, the balance, if any, to the Company or such other person or persons as otherwise required shall be entitled thereto. (c) All amounts deposited in any sub-account in the Letter of Credit Collateral Account shall be applied as provided in Sections 4.01(c) and (d). (d) Each Secured Party agrees that, notwithstanding any provision of this Agreement or the other Senior Credit Documents, any sums and amounts received by applicable Government Rulesuch Secured Party pursuant to this Section 4.02 shall be applied to the payment of its Outstanding Obligations as follows: first, to the payment of all Outstanding Obligations owed to such Secured Party, other than principal, premium, interest and obligations in respect of reimbursement of L/C Disbursements; second, to the payment of all Outstanding Obligations owed to such Secured Party consisting of accrued interest; and third, to the payment of all Outstanding Obligations owed to such Secured Party consisting of principal, premium and obligations in respect of reimbursement of L/C Disbursements.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee From and after the occurrence and during date on which the continuance Administrative Agent has taken any action pursuant to this Section 9.2 [Consequences of an Event of Default Default] and until Payment in Full, any and all proceeds received by the period during which remedies have been initiated Administrative Agent from the exercise of any remedy by the Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lender and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Swap Agreements and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Swap Agreements and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them; (v) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the account of the Issuing Lender, to cash collateralization of collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral AccountCredit; and (evi) fifthLast, the balance, if any, after all of the Obligations have been paid in full, to the Borrower Loan Parties or as otherwise required by applicable Government RuleLaw. Notwithstanding the foregoing, amounts received from any Loan Party that is not an Eligible Contract Participant shall not be applied to any Excluded Swap Obligations owing to any Lender providing a Lender Provided Swap Agreement (it being understood, that in the event that any amount is applied to Obligations other than Excluded Swap Obligations as a result of this sentence, the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to this Section 9.2.4 [Application of Proceeds] from amounts received from Eligible Contract Participants to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in above paragraphs of this Section 9.2.4 [Application of Proceeds] by Lenders providing Lender Provided Swap Agreements that are the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to the above paragraphs of this Section 9.2.4 [Application of Proceeds].

Application of Proceeds. Subject to the terms provisions of the applicable Intercreditor Agreements and Section 7.03 of the Senior Subsidiary Security Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of an (i) any Cash Sweep Period, or (ii) any Event of Default and acceleration of the period during which remedies have been initiated Senior Loan Obligations, all proceeds realized from any Loan Party or on account of any Collateral owned by a Loan Party or any payments in respect of any Senior Loan Obligations and all proceeds of the Collateral, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):order: (a) firstFIRST, ratably to pay the Senior Loan Obligations in respect of any fees, expenses, indemnities and other amounts (including (x) fees, expenses, indemnities and other amounts accrued after the commencement of any Bankruptcy Proceeding, whether or not allowed in such Bankruptcy Proceeding, (y) fees, charges and disbursements of counsel to the Administrative Agent, and (z) Protective Advances and any interest in respect thereof) then due to the Administrative Agent, Collateral Agent and Senior Collateral Agent and their Affiliates until paid in full; (b) SECOND, to payment of that portion of the Senior Loan Obligations constituting fees, costsexpenses, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest, and expenses Letter of counselCredit fees owed to the Lenders in their capacity as such) payable to the Lenders and the Issuing Banks (including (x) such fees, expenses, indemnities and other amounts accrued after the commencement of any Bankruptcy Proceeding, whether or not allowed in such Bankruptcy Proceeding and (y) fees, charges and disbursements of counsel to the respective Lenders and Issuing Banks arising under the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) belowLoan Documents), ratably among the Senior Facility Agent, applicable Lenders (including the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)Swingline Lender) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lenders, ratably Issuing Banks in proportion to the respective amounts described in this clause third SECOND payable to them, as certified by the Senior Facility Agent; (dc) fourthTHIRD, ratably to paymentpay fees and interest (including default interest and Letter of Credit fees and specifically including interest and Letter of Credit fees accrued after the commencement of any Bankruptcy Proceeding, on a pro rata basis, of (iwhether or not allowed in such Bankruptcy Proceeding) that principal amount accrued in respect of the Senior Loan Obligations (other than (x) the FILO Loans payable and (y) to the Senior Lendersextent interest thereon is paid under clause FIRST above, Protective Advances) until paid in full, ratably among the Senior applicable Lenders in proportion to the respective amounts described in this clause fourth THIRD payable to them; (d) FOURTH, ratably to pay interest (including default interest and specifically including interest accrued after the commencement of any Bankruptcy Proceeding, whether or not allowed in such Bankruptcy Proceeding) accrued in respect of the FILO Loans, until paid in full, ratably among the applicable Lenders in proportion to the respective amounts described in this clause FOURTH payable to them; (e) FIFTH, to pay principal due in respect of the Swingline Loans until paid in full; (f) SIXTH, ratably to pay principal due in respect of the Loans (other than FILO Loans), until paid in full, ratably among the applicable Lenders in proportion to the respective amounts described in this clause SIXTH payable to them; (g) SEVENTH, to the Administrative Agent, to be held by themthe Administrative Agent, for the ratable benefit of the Issuing Banks and the Revolving Lenders, as certified cash collateral in such amounts as required by the Senior Facility Agent and terms of this Agreement until paid in full; (iih) EIGHTH, ratably to pay principal due in respect of FILO Loans, until paid in full, ratably among the cash collateralization of any outstanding Letters of Credit applicable Lenders in an amount not proportion to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, respective amounts described in this clause EIGHTH payable to them; (i) NINTH, ratably to pay outstanding Senior Loan Obligations in respect of Senior Cash Management Services (x) provided by the XX Xxxx Collateral AccountAdministrative Agent or its Affiliates or (y) provided by any other Person, provided that such Person has complied with the requirements set forth in the definition of “Senior Loan Bank Product Liabilities”, ratably among the applicable Senior Loan Secured Parties in proportion to the respective amounts described in this clause NINTH payable to them; (j) TENTH, ratably to pay outstanding Senior Loan Obligations in respect of Senior Bank Products and other outstanding Senior Loan Bank Product Liabilities (other than Senior Cash Management Services) (x) provided by the Administrative Agent or its Affiliates or (y) provided by any other Person, provided that such Person has complied with the requirements set forth in the definition of “Senior Loan Bank Product Liabilities”, ratably among the applicable Senior Loan Secured Parties in proportion to the respective amounts described in this clause TENTH payable to them; (k) ELEVENTH, ratably to pay any remaining outstanding Senior Loan Obligations in respect of Senior Cash Management Services, Senior Bank Products and other outstanding Senior Loan Bank Product Liabilities, ratably among the applicable Senior Loan Secured Parties in proportion to the respective amounts described in this clause ELEVENTH payable to them; (l) TWELFTH, to pay any other Senior Loan Obligations due to the Secured Loan Parties, until paid in full, ratably among the applicable Senior Loan Secured Parties in proportion to the respective amounts described in this clause TWELFTH payable to them; and (em) fifthTHIRTEENTH, the balance, if any, after all of the Senior Loan Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by applicable Government Rulelaw. Notwithstanding anything in the foregoing to the contrary, Excluded Swap Obligations with respect to any Loan Party shall not be paid with proceeds received from such Loan Party or its assets, but appropriate adjustments shall be made with respect to proceeds received from other Loan Parties to preserve the allocations to the Senior Loan Obligations otherwise set forth in this Section 7.02. Amounts used to provide cash collateral pursuant to clause SEVENTH above shall be applied to satisfy amounts owing in respect of the obligations so Cash Collateralized and any amounts that remain on deposit as cash collateral after all such obligations have been satisfied shall be applied to the other Senior Loan Obligations, if any, in the order set forth above.

Application of Proceeds. Subject to (a) The Collateral Agent shall promptly apply the terms proceeds, moneys or balances of the Intercreditor Agreementany collection or sale of Collateral, as well as any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance Collateral consisting of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Agent against the Obligations cash, in the following order of priority (but without prejudice to the right of the Senior Lenderspriority, subject to the terms of the ABL/Term Loan Intercreditor Agreement: first, to recover pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided in the Credit Agreement or any shortfall other Credit Document) and indemnities due and owing under the Credit Documents of the Administrative Agent or the Collateral Agent (including to pay the Collateral Agent any sums advanced to the Collateral Agent to preserve its security interest in the Collateral), second, to pay any fees then due to any Agent under the Credit Documents, third, to pay interest on Agent Advances, fourth, to pay the principal of Agent Advances then outstanding, fifth, to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees to the extent provided in the Credit Agreement or any other Credit Document) due and owing hereunder of each of the Lenders and each of the L/C Issuer, sixth, to pay any fees then due to any of the Lenders and each of the L/C Issuers under the Credit Documents, seventh, to pay interest accrued in respect of Swing Line Loans, eighth, to pay the principal of all Swing Line Loans then outstanding, ninth, to pay (on a ratable basis) interest accrued in respect of (A) the Revolving Loans then outstanding and (B) any Unreimbursed Amount then outstanding, tenth, to pay (on a ratable basis) (A) the principal of Revolving Loans then outstanding and any Unreimbursed Amount then outstanding, and to cash collateralize any outstanding L/C Obligations on terms reasonably satisfactory to the applicable L/C Issuer and (B) any outstanding obligations payable under (i) Designated Cash Management Agreements, up to the amount of Designated Cash Management Reserves then in effect with respect thereto, and (ii) Designated Hedging Agreements, up to the amount of Designated Hedging Reserves then in effect with respect thereto, eleventh, to pay (ratably) (A) Hedge Obligations and (B) Cash Management Obligations, in each case with any Lender Counterparty (other than pursuant to any Designated Cash Management Agreements or Designated Hedging Agreements, but including any amounts not paid pursuant to clause “tenth”(B)(i) above) permitted under the Credit Agreement and secured by the Credit Documents (notwithstanding the foregoing, amounts received from any Credit Party shall not be applied to any Excluded Swap Obligation of such Credit Party), twelfth to pay other Obligations then due and owing, and thirteenth, to pay the Borrower): surplus, if any, to whomever may be lawfully entitled to receive such surplus. To the extent that any amounts available for distribution pursuant to clause “tenth” above are attributable to the issued but undrawn amount of outstanding Letters of Credit which are then not yet required to be reimbursed hereunder, such amounts shall be held by the Collateral Agent in a cash collateral account and applied (ax) first, to payment reimburse the applicable L/C Issuer from time to time for any drawings under such Letters of that portion Credit and (y) then, following the expiration of all Letters of Credit, to all other obligations of the Obligations constituting feestypes described in such clause “tenth”. To the extent any amounts available for distribution pursuant to “ninth” are insufficient to pay all obligations described therein in full, costs, expenses (such moneys shall be allocated pro rata among the Lenders and interest owing thereon (if any)) and L/C Issuers based on their respective Pro Rata Shares. To the extent any other amounts (including fees, costs and expenses of counsel) payable available for distribution pursuant to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (bA) below)of clause “tenth” are insufficient to pay all obligations described therein in full, such moneys shall be allocated pro rata among the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in Lenders and L/C Issuers based on their respective capacities as such;Pro Rata Shares. 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 Credit Parties to preserve the allocation to Obligations otherwise set forth above in this Section. (b) secondIf any payment to any Secured Party pursuant to this Section 4.02 of its pro rata share of any distribution would result in overpayment to such Secured Party, to payment of that portion such excess amount shall instead be distributed in respect of the unpaid Obligations constituting feesof the other Secured Parties, costs, expenses (with each Secured Party whose Obligations have not been paid in full to receive an amount equal to such excess amount multiplied by a fraction the numerator of which is the unpaid Obligations of such Secured Party and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses the denominator of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable which is the unpaid Obligations of all Secured Parties entitled to the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent;such distribution. (c) third, All payments required to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect be made hereunder shall be made to the Loans payable to Administrative Agent for the Senior Lenders, ratably account of such Secured Parties or as the Administrative Agent may otherwise direct in proportion to accordance with the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent;Credit Documents. (d) fourthFor purposes of applying payments received in accordance with this Section 4.02, the Collateral Agent shall be entitled to payment, on a pro rata basis, rely upon the applicable Secured Parties with respect to payments of Secured Hedge Agreements or Secured Cash Management Agreements (iwhich the Administrative Agent and each other Secured Party agrees (or shall agree) that principal amount to provide upon request of the Loans payable Collateral Agent) of the outstanding Obligations of the Credit Parties owed to the Senior Lenders, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; andSecured Parties. (e) fifth, Subject to the balance, other limitations (if any) set forth herein and in the other Credit Documents, after all it is understood that the Credit Parties shall remain liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Obligations of the Credit Parties. (f) It is understood and agreed by each Credit Party that the Collateral Agent shall have been paid no liability for any determinations made by it in full, this Section 4.02 except to the Borrower extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its own or as otherwise its Related Party’s bad faith, gross negligence or willful misconduct. Each Credit Party also agrees that the Collateral Agent may (but shall not be required by applicable Government Ruleto), at any time and in its sole discretion, and with no liability resulting therefrom, petition a court of competent jurisdiction regarding any application of Collateral in accordance with the requirements hereof and of any Intercreditor Agreement, and the Collateral Agent shall be entitled to wait for, and may conclusively rely on, any such determination.

Application of Proceeds. Subject to After the terms exercise of remedies provided for in Section 7.3 or upon the acceleration of the Intercreditor Agreement, any moneys received by time for payment of the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of Obligations following an Event of Default (or after the Loans have automatically become immediately due and payable and the period during which remedies Letter of Credit Outstandings have automatically been initiated required to be Cash Collateralized as set forth in Section 7.1), any amounts received from any Domestic Credit Party, from the liquidation of any Collateral of any Domestic Credit Party, or on account of the Obligations (other than the Canadian Liabilities and the UK Liabilities), shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) firstorder: First, to payment of that portion of the Obligations (excluding the Other Domestic Liabilities, the Canadian Liabilities and the UK Liabilities) constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs charges and expenses disbursements of counselcounsel to the Agent and amounts payable under Section 9.4) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities its capacity as such; (b) second; Second, to payment of that portion of the Obligations (excluding the Other Domestic Liabilities, the Canadian Liabilities and the UK Liabilities) constituting feesindemnities, costsexpenses, expenses (and interest owing thereon (if any)) and any other amounts (other than principal, interest and fees) then currently payable to the Domestic Lenders and the Issuing Bank (on account of Domestic Letters of Credit) (including fees, costs charges and expenses disbursements of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to the Senior Lendersrespective Domestic Lenders and the Issuing Bank on account of Domestic Letters of Credit), ratably among them in proportion to the amounts described in this clause second Second payable to them; Third, as certified to the extent not previously reimbursed by the Senior Facility Agent; (c) thirdDomestic Lenders, to payment to the Domestic Lenders of that portion of the Obligations constituting principal and accrued and unpaid interest on any Permitted Overadvances, ratably among the Domestic Lenders in proportion to the amounts described in this clause Third payable to them; Fourth, to the extent that Swingline Loans made to the Domestic Borrowers have not been refinanced by a Domestic Loan, payment to the Swingline Lender of that portion of the Obligations constituting accrued and unpaid interest on the Swingline Loans made to the Domestic Borrowers; Fifth, to the extent that Swingline Loans made to the Domestic Borrowers have not been refinanced by a Domestic Loan, payment to the Swingline Lender of that portion of the Obligations constituting unpaid principal on the Swingline Loans made to the Domestic Borrowers; Sixth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Domestic Loans and other Obligations (other than the Canadian Liabilities and the UK Liabilities), and fees (including default interest) with respect to the Loans payable to the Senior LendersLetter of Credit Fees, other than any fees due on account of any Canadian Letter of Credit or UK Letter of Credit), ratably among the Domestic Lenders and the Issuing Bank in proportion to the respective amounts described in this clause third Sixth payable to them, as certified by the Senior Facility Agent; (d) fourth; Seventh, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable to Obligations constituting unpaid principal of the Senior LendersDomestic Loans, ratably among the Senior Domestic Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Seventh held by them; Eighth, to the Agent for the account of the Issuing Bank, to Cash Collateralize the aggregate undrawn amount of Domestic Letters of Credit; Ninth, to the Agent to be held by the Agent, for the ratable benefit of the Canadian Lenders and the UK Lenders as cash collateral for payment of that portion of the Canadian Liabilities and UK Liabilities (excluding the Other Canadian Liabilities and the Other UK Liabilities) constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Agent and amounts payable under Section 9.4) payable to the Agent, in its capacity as such; Tenth, to the Agent to be held by the Agent, for the ratable benefit of the Canadian Lenders, the UK Lenders and the Issuing Bank as cash collateral to payment of that portion of the Canadian Liabilities and UK Liabilities (excluding the Other Canadian Liabilities and the Other UK Liabilities) constituting indemnities, expenses, and other amounts (other than principal, interest and fees) payable to the Canadian Lenders, the UK Lenders and the Issuing Bank (on account of Canadian Letters of Credit and UK Letters of Credit) (including fees, charges and disbursements of counsel to the respective Canadian Lenders, the UK Lenders and the Issuing Bank on account of Canadian Letters of Credit and UK Letters of Credit) and amounts payable under Section 9.4), ratably among them in proportion to the amounts described in this clause Tenth payable to them; Eleventh, to the extent not previously reimbursed by the Canadian Lenders and the UK Lenders, to the Agent to be held by the Agent, for the ratable benefit of the Canadian Lenders and the UK Lenders as cash collateral to payment to the Canadian Lenders and UK Lenders of that portion of the Canadian Liabilities and UK Liabilities constituting principal and accrued and unpaid interest on any Permitted Overadvances, ratably among the Canadian Lenders and UK Lenders in proportion to the amounts described in this clause Eleventh payable to them; Twelfth, to the Agent to be held by the Agent, for the ratable benefit of the UK Swingline Lender as cash collateral to payment of that portion of the UK Liabilities constituting accrued and unpaid interest on the UK Swingline Loans made to the UK Borrower; Thirteenth, to the Agent to be held by the Agent, for the ratable benefit of the UK Swingline Lender as cash collateral to payment of that portion of the UK Liabilities constituting unpaid principal on the UK Swingline Loans made to the UK Borrower; Fourteenth, to the Agent to be held by the Agent, for the ratable benefit of the Canadian Lenders, the UK Lenders and the Issuing Bank as cash collateral to payment of that portion of the Canadian Liabilities and UK Liabilities constituting accrued and unpaid interest on the Canadian Loans, UK Loans and other Canadian Liabilities and UK Liabilities, and fees (including Letter of Credit Fees not paid pursuant to clause Sixth above), ratably among the Canadian Lenders, the UK Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Fourteenth payable to them; Fifteenth, to the Agent to be held by the Agent, for the ratable benefit of the Canadian Lenders, the UK Lenders and the Issuing Bank as cash collateral to payment of that portion of the Canadian Liabilities and UK Liabilities constituting unpaid principal of the Canadian Loans and UK Loans, ratably among the Canadian Lenders, UK Lenders and the Issuing Bank in proportion to the respective amounts described in this clause Fifteenth held by them; Sixteenth, to the Agent to be held by the Agent, for the ratable benefit of the Canadian Lenders, the UK Lenders and the Issuing Bank, to Cash Collateralize the aggregate undrawn amount of Canadian Letters of Credit and UK Letters of Credit; Seventeenth, to payment of all other Obligations (including without limitation the cash collateralization of unliquidated indemnification obligations for which a claim has been made, but excluding any Other Domestic Liabilities, Other Canadian Liabilities and Other UK Liabilities, ratably among the Lenders in proportion to the respective amounts described in this clause fourth Seventeenth held by them; Eighteenth, as certified to payment of that portion of the Obligations arising from Cash Management Services to the extent secured under the Security Documents, ratably among the Lenders in proportion to the respective amounts described in this clause Eighteenth held by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not them; Ninteenth, to exceed the aggregate LC Available Amounts payment of all Letters of Credit then outstandingother Obligations arising from Bank Products, payable ratably among the Lenders in proportion to the XX Xxxx Collateral Accountrespective amounts described in this clause Ninteenth held by them; and (e) fifthand Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower Domestic Credit Parties or as otherwise required by applicable Government RuleApplicable Law. Amounts used to Cash Collateralize the aggregate undrawn amount of Domestic Letters of Credit pursuant to clause Eighth above shall be applied to satisfy drawings under such Domestic Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Domestic Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys Any amount received by the Senior Facility Administrative Agent or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) following the Common Security Trustee after the occurrence and during the continuance exercise of an remedies under this Agreement or any Event of Default and with respect to the period during which remedies have been initiated Borrower under Section 11.5 shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):applied: (ai) first, to the payment of that portion all reasonable and documented costs and expenses incurred by the Administrative Agent or the Collateral Agent in connection with any collection or sale of the Obligations constituting feesCollateral or otherwise in connection with any Credit Document, costsincluding all court costs and the reasonable fees and expenses of its agents and legal counsel, expenses (and interest owing thereon (if any)) the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other amounts (including fees, reasonable and documented costs and or expenses incurred in connection with the exercise of counsel) payable any right or remedy hereunder or under any other Credit Document to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, extent reimbursable hereunder or the Intercreditor Agent in their respective capacities as suchthereunder; (bii) second, to the payment of that portion all reasonable and documented costs and expenses incurred by the other Secured Parties in connection with any Credit Document, including all court costs and the reasonable fees and expenses of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) legal counsel and any other amounts (including fees, reasonable and documented costs and or expenses incurred in connection with the exercise of counsel and amounts payable any right or remedy hereunder or under Article V (LIBOR and Tax Provisions)) payable any other Credit Document to the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agentextent reimbursable hereunder or thereunder; (ciii) third, to the payment of that the portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to Loans, Reimbursement Obligations and other Obligations arising under the Senior LendersCredit Documents, ratably among the Lenders and the Letter of Credit Issuers in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (div) fourth, to payment, on a pro rata basis, the payment of (i) that principal amount portion of the Loans payable to the Senior LendersObligations constituting principal of Loans, Reimbursement Obligations and Obligations then owing under Secured Cash Management Agreements and Secured Hedge Agreements, ratably among the Senior Lenders applicable Secured Parties in proportion to the respective amounts described in this clause fourth held by payable to them; (v) fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the cash collateralization account of any outstanding Letters the applicable Letter of Credit in Issuers, an amount not sufficient to exceed the aggregate LC Available Amounts of Cash Collateralize all Letters of Credit Outstanding on the date of any distribution, and, if such moneys shall be insufficient to Cash Collateralize all Letters of Credit Outstanding, then outstanding, payable ratably (without priority of any one over any other) to such Letter of Credit Issuers to Cash Collateralize the XX Xxxx Collateral AccountLetters of Credit Outstanding; and (evi) fifthsixth, any surplus then remaining shall be paid to the balanceapplicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any Letters of Credit Outstanding that has not been applied to reimburse the Borrower for Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (i) through (iii) above. Notwithstanding the foregoing, if anyamounts received from any Guarantor that is not an “Eligible Contract Participant” (as defined in the Commodity Exchange Act) shall not be applied to its Obligations that are Excluded Swap Obligations, after all but appropriate adjustments shall be made with respect to payments from the other Guarantors or on account of their assets to preserve the allocation to the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Ruleset forth above.

Application of Proceeds. (a) Subject to the terms of the ABL Intercreditor Agreement and any Senior Pari Passu Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of if an Event of Default shall have occurred and be continuing, at any time at the period during which remedies have been initiated shall be applied Administrative Agent’s election, the Administrative Agent may, notwithstanding the provisions of Section 2.14 of the Credit Agreement, apply all or any part of the net Proceeds (after deducting fees and expenses as provided in full or in part Section 6.5) of Collateral realized through the exercise by the Senior Facility Administrative Agent against of its remedies hereunder, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to provided that if the terms of any Permitted Amendment provide for application of such Proceeds to the Intercreditor Agreementpayment of any Obligations in a less favorable order, then the terms of such Permitted Amendment shall govern with respect to recover any shortfall from such Obligations and the Borrower): (a) firstAdministrative Agent shall apply such Proceeds in such different order): First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (other than principal and interest, but including fees, costs attorneys fees payable under the Credit Agreement and expenses amounts payable under Section 2 of counselthis Agreement) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Administrative Agent in their respective capacities its capacity as such; (b) second; Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal and interest, and, to the extent payable under clause First, attorneys’ fees) payable to the Secured Parties (including fees, costs and expenses of counsel attorneys’ fees payable under the Credit Agreement and amounts payable under Article V (LIBOR and Tax ProvisionsSection 2 of this Agreement)) payable to the Senior Lenders, ratably among them in proportion to the amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior LendersLoans, ratably among the holders of such Obligations in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourth; Fourth, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable to Obligations constituting unpaid principal of the Senior LendersLoans, ratably among the Senior Lenders holders of such Obligations in proportion to the respective amounts described in this clause fourth Fourth held by them; Fifth, as certified by to the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts payment of all Letters other Obligations of Credit the Loan Parties that are then outstanding, due and payable to the XX Xxxx Collateral AccountAdministrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and (e) fifthand Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rulelaw. (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. Upon any sale of Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms of the Intercreditor Agreementthis Section 9.2 and until Payment In Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and expenses of counselthe Swing Loan Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lender and Swing Loan Lender in proportion to the respective amounts described in this clause (i) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as suchthem; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second (ii) payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth (iii) payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and amounts to cash collateralize any undrawn amounts under outstanding Letters of Credit, and payment obligations then owing under Lender Provided Interest Rate Xxxxxx and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Xxxxxx and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause (iv) held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; and (ev) fifthLast, the balance, if any, after all to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 9.2.5, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the extent possible, appropriate adjustments shall be made by the Administrative Agent with respect to the allocation of payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the ratable payment of the Obligations have been paid among the Lenders as contemplated by Section 9.2.5(iv) after taking into account payments made by, or proceeds received from, any Non-Qualifying Party in full, to respect of the Borrower or as otherwise required by applicable Government Rule.Obligations. Table of Contents

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to Section 10.2(c) [Enforcement of Rights and Remedies] (or after the terms Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be Cash Collateralized as specified in the proviso to Section 10.2(a)) and until the Facility Termination Date, any and all proceeds received on account of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence Obligations shall (subject to Sections 2.9 [Defaulting Lenders] and during the continuance of an Event of Default and the period during which remedies have been initiated shall 10.2(a)(iii)) be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees (other than Letter of Credit Fees), indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swingline Loan Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lender and Swingline Loan Lender in proportion to the respective amounts described in this clause First payable to them; (b) Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest and expenses Letter of counselCredit Fees) payable to the Senior Issuing BanksLenders under the Loan Documents, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting including attorney fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to ratably among the Senior Lenders, ratably Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; ; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; ; (d) fourthFourth, to payment, on a pro rata basis, payment of (i) that portion of the Obligations constituting unpaid principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders and the Issuing Lender, in proportion to the respective amounts described in this clause fourth Fourth held by them; (e) Fifth, as certified to payment of that portion of the Obligations constituting unpaid payment obligations then owing under Lender Provided Interest Rate Xxxxxx and Other Lender Provided Financial Service Products, ratably among the applicable Hedge Banks and Cash Management Banks, in proportion to the respective amounts described in this clause Fifth held by them; (f) Sixth, to the Senior Facility Administrative Agent and (ii) for the cash collateralization account of the Issuing Lender, to Cash Collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable (to the XX Xxxx Collateral Accountextent not otherwise cash collateralized pursuant to this Agreement); and and (eg) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in fullfull (other than as contemplated in the definition of Facility Termination Date), to the Borrower or as otherwise required by applicable Government RuleLaw. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur.

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior Facility Term Loan A Administrative Agent from the Common Security Trustee after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility Term Loan A Administrative Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Construction/Term Loan Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower): (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Term Loan A Administrative Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V ARTICLE IV (LIBOR and And Tax Provisions)) payable to the Senior Lenders, Construction/Term Loan Lenders ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Term Loan A Administrative Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans Construction/Term Loans, payable to the Senior Lenders, Construction/Term Loan Lenders ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Term Loan A Administrative Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Construction/Term Loans payable to the Senior LendersConstruction/Term Loan Lenders (in inverse order of maturity), ratably among the Senior Construction/Term Loan Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral AccountTerm Loan A Administrative Agent; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.

Application of Proceeds. Subject to During the terms continuance of any Event of Default, (X) all payments in respect of the Intercreditor Agreement, any moneys Obligations received by the Senior Facility Agent from may, and shall on the Common Security Trustee after acceleration of the occurrence Obligations pursuant to Section 8.01(e), and during (Y) all proceeds of any sale of, or other realization upon, all or any part of the continuance of an Event of Default and the period during which remedies have been initiated shall Collateral shall, be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) first, to payment pay (i) interest on and the principal of that any portion of any Loan which the Obligations constituting feesAgent has advanced on behalf of any Lender and (ii) any amount in respect of a drawing under a Letter of Credit which any Issuer has paid, costsin either case, expenses (and interest owing thereon (if any)) and for which the Agent or such Issuer has not then been reimbursed by any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as suchBorrower; (b) second, to payment pay (i) Obligations in respect of that portion of the Obligations constituting any fees, costsexpense reimbursements or indemnities then due to the Agent, expenses the Collateral Agent, or the Issuers and (and interest owing thereon (if any)ii) and Term Obligations in respect of any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to expense reimbursements or indemnities then due the Senior Lenders, ratably in proportion to Term Agent or the amounts described in this clause second payable to them, as certified by the Senior Facility Collateral Agent; (c) third, to payment pay (i) Obligations in respect of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect any expense reimbursements or indemnities then due to the Loans payable Lenders and (ii) Term Obligations in respect of any expense reimbursements or indemnities then due to the Senior Term Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount pay interest and fees due in respect of the Loans payable to and the Senior Lenders, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; andTerm Loans; (e) fifth, to pay or prepay principal outstanding on the balanceLoans and the Term Loans; (f) sixth, if anyto pay all Obligations owed to Lenders in respect of any Interest Rate Protection Agreements respecting the Loans and all Term Obligations owed to Term Lenders in respect of any Interest Rate Protection Agreements; (g) seventh, after to pay all other Obligations and Term Obligations; and (h) eighth, any excess shall be paid to the Borrower. The Borrower shall remain liable to the Agent, the Collateral Agent, the Issuers, the Lenders, the Term Agent, and the Term Lenders for any deficiency. If the Agent has funds available to apply to a portion of, but not all of, one of the Obligations amounts described in clauses (a) through (g) above, then the Agent shall apply such funds to the applicable parties in proportion to the amounts to which such parties would have been paid entitled if the entire amount described in full, to the Borrower or as otherwise required by applicable Government Ruleany such clause had been available.

Application of Proceeds. Subject to the terms of the Collateral and Intercreditor Agreement, any moneys received by the Senior Facility TCF Administrative Agent from the Common Security Trustee P1 Collateral Agent after the occurrence and during the continuance of an Event of Default and the period during which remedies have been initiated shall be applied in full or in part by the Senior Facility TCF Administrative Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Collateral and Intercreditor Agreement, to recover any shortfall from the Borrower): (a) first, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor TCF Administrative Agent in their respective capacities its capacity as such; (b) second, to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)5) payable to the Senior Lenders, Lenders ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility TCF Administrative Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans Construction/Term Loans, payable to the Senior Lenders, Lenders ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility TCF Administrative Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Construction/Term Loans payable to the Senior LendersLenders (in inverse order of maturity), ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent TCF Administrative Agent; and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; and|US-DOCS\145399031.8|| (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.

Application of Proceeds. Subject (a) Notwithstanding any other provisions of this Agreement or any other Credit Document to the terms contrary but subject to Section 2.4(b) and Section 2.8(d), all amounts in the Collection Account and any interest earned thereon and any other amounts in the Borrowers’ Loan Account as of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance last Business Day of an Event of Default and the period during which remedies have been initiated shall each calendar month will be applied in full or in part by on the Senior Facility Agent against fifth (5th) Business Day of the Obligations immediately succeeding calendar month (each date of distribution, a “Payment Date”) in the following order of priority (but without prejudice priority: FIRST, to the right of the Senior Lenderspayment, subject on a pari passu basis, to the terms of Servicer, as servicer, any accrued and unpaid servicing fees payable in accordance with the Intercreditor Servicing Agreement, to recover the Collection Agency, any shortfall from accrued and unpaid collection fees payable in accordance with the Borrower): (aCollection Agency Agreement, to the Back-up Servicer, any accrued and unpaid back-up servicing fees and any amount of reasonable transition costs, fees and expenses, to the Custodian, any accrued and unpaid fees, and to the account control bank(s) firstunder the Control Agreements, any accrued and unpaid fees to the extent due and payable; SECOND, to the payment of all costs, fees, expenses, and other amounts owing to Agent, pursuant to Section 10.7, in connection with enforcing the rights of Agent, Holders and Lenders under the Credit Documents; THIRD, to payment of that portion any costs, fees or expenses owed to Agent or to any Affiliate of Agent hereunder or under any other Credit Document; FOURTH, to the payment of all Obligations consisting of accrued fees and interest payable to Lenders and Holders hereunder; FIFTH, if the Reinvestment Criteria are not satisfied, to the payment of the outstanding principal amount of first, the Revolving Loans until their outstanding principal amount is reduced to zero, second, the Term Loans until their outstanding principal amount is reduced to zero and third, any remaining Obligations; SIXTH, to all other Obligations constituting feeswhich shall have become due and payable under the Credit Documents and not repaid pursuant to clauses “FIRST” through ‘FIFTH” above; and SEVENTH, coststo the payment of the surplus, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel) payable to the Senior Issuing BanksBorrowers for any legal purpose not in violation of this Agreement including the acquisition of additional Eligible Receivables. In carrying out the foregoing, (a) amounts received shall be applied in the Swing Line Lender (excluding Commitment Fees covered by clause numerical order provided until exhausted prior to application to the next succeeding category; and (b) beloweach of the Lenders and Holders shall receive an amount equal to its pro rata share (based on the proportion of its then outstanding Loans and Obligations outstanding of amounts available to be applied above), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such;. (b) secondIn addition, so long as the Reinvestment Criteria are satisfied and so long as the conditions in Section 5.3 are satisfied, the Agent may, at any time, instruct the Collection Account Bank to payment of that portion of the Obligations constituting fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable release funds to the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agent; (c) third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lenders, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit Borrowers in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable up to the XX Xxxx Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid Facility Availability to be used by Borrowers to purchase additional Eligible Receivables in full, to the Borrower or as otherwise required by applicable Government Ruleaccordance with Sections 5.3 and 6.22.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to Section 10.2 (or after the terms Loans have automatically become immediately due and payable and the Letter of Credit Obligations have automatically been required to be Cash Collateralized as specified in the proviso to Section 10.2(a)) and until the Facility Termination Date, any and all proceeds received on account of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence Obligations shall (subject to Sections 2.9 and during the continuance of an Event of Default and the period during which remedies have been initiated shall 10.2(a)(iii)) be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees (other than Letter of Credit Fees), indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swingline Loan Lender in its capacity as such, ratably among the Administrative Agent, the Issuing Lender and Swingline Loan Lender in proportion to the respective amounts described in this clause First payable to them; (b) Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including feesother than principal, costs interest and expenses Letter of counselCredit Fees) payable to the Senior Issuing BanksLenders under the Loan Documents, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent in their respective capacities as such; (b) second, to payment of that portion of the Obligations constituting including attorney fees, costs, expenses (and interest owing thereon (if any)) and any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable to ratably among the Senior Lenders, ratably Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest (including default interest) with respect to on the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourthFourth, to payment, on a pro rata basis, payment of (i) that principal amount portion of the Loans payable to Obligations constituting unpaid principal of the Senior LendersLoans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, and Other Lender Provided Financial Service Products, ratably among the Senior Lenders Lenders, the Issuing Lender, the applicable Cash Management Banks and the applicable Hedge Banks, in proportion to the respective amounts described in this clause fourth Fourth held by them; (e) Fifth, as certified by to the Senior Facility Administrative Agent and (ii) for the cash collateralization account of the Issuing Lender, to Cash Collateralize any undrawn amounts under outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable (to the XX Xxxx Collateral Accountextent not otherwise cash collateralized pursuant to this Agreement); and (ef) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order specified above. Notwithstanding anything to the contrary in this Section 10.3, no Swap Obligations of any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or from the proceeds of such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided that to the extent possible appropriate adjustments shall be made with respect to payments and/or the proceeds of Collateral from other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise specified above in this Section 10.3. In addition, notwithstanding the foregoing, Obligations arising under Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, and Other Lender Provided Financial Service Products shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation, as the Administrative Agent may reasonably request, from the applicable Government RuleCash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to the Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article 11 hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms of the Intercreditor Agreementthis Section 9.2 and until Payment in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations as follows subject, in the following order case of priority (but without prejudice the Foreign Borrowers and the Collateral of the Foreign Borrowers, to the right provision of the Senior Lenders, subject to the terms Section 2.1.3 [Nature of the Intercreditor Agreement, to recover any shortfall from the Borrower):Obligations]: (ai) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Issuing Lenders in their capacities as such and the Swing Line Loan Lender (excluding Commitment Fees covered by clause (b) below)in its capacity as such, ratably among the Senior Facility Administrative Agent, the Common Security Trustee, Issuing Lenders and Swing Loan Lender in proportion to the Accounts Bank, or the Intercreditor Agent respective amounts described in their respective capacities as suchthis clause First payable to them; (bii) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (ciii) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lenders, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx and Other Lender Provided Financial 122 Service Products, in proportion to the respective amounts described in this clause Fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.;

Application of Proceeds. Subject to the terms of the Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence From and during the continuance of an any Event of Default and Default, any monies or Property actually received by the period during which remedies have been initiated Administrative Agent pursuant to this Agreement or any other Loan Document shall be applied in full or in part as determined by the Senior Facility Agent against Administrative Agent; provided that, if directed by the Majority Lenders, or if the Obligations in have been accelerated pursuant to Section 7.02 or Section 7.03, or the following order Administrative Agent or any Lender has exercised any rights or remedies under this Agreement or any other Loan Document, or any other agreement with any Loan Party or any of priority (but without prejudice to the right its Restricted Subsidiaries that secures any of the Senior LendersObligations, subject to the terms all payments received on account of the Intercreditor Agreement, to recover any shortfall Obligations and all net proceeds from the Borrower):enforcement of the Obligations shall be applied by the Administrative Agent as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Administrative Agent in its capacity as such and the Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Agent Lenders in their respective capacities as such, ratably among the Administrative Agent and the Issuing Lenders in proportion to the respective amounts described in this clause First payable to them; (b) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior LendersAdvances and Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by Third payable to them; (d) Fourth, as certified by to payment of that portion of the Senior Facility Obligations constituting unpaid principal of the Advances, Reimbursement Obligations and payment obligations then owing under Hedge Contracts and Banking Services Obligations, ratably among the Lenders, the Issuing Lenders, the Swap Counterparties and the holders of the Banking Service Obligations in proportion to the respective amounts described in this clause Fourth payable to them; (e) Fifth, to the Administrative Agent and (ii) for the pro rata account of the Issuing Lenders, to cash collateralization of collateralize any outstanding Letters Letter of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit Obligations then outstanding, payable to the XX Xxxx Collateral Account; and (ef) fifthLast, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by applicable Government RuleLegal Requirement. Notwithstanding the foregoing, (a) payments and collections received by the Administrative Agent from any Loan Party that is not a Qualified ECP Guarantor (and any proceeds received in respect of such Loan Party’s Collateral) shall not be applied to Excluded Swap Obligations with respect to any Loan Party, provided, however, that the Administrative Agent shall make such adjustments as it determines is appropriate with respect to payments and collections received from the other Loan Parties (or proceeds received in respect of such other Loan Parties’ Collateral) to preserve, as nearly as possible, the allocation to Obligations otherwise set forth above in this Section 7.06 (assuming that, solely for purposes of such adjustments, Obligations includes Excluded Swap Obligations), and (b) Banking Services Obligations and Obligations arising under Hedge Contracts may be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Secured Party as the case may be. Each Secured Party not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article VIII for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. Subject From and after the date on which the Administrative Agent has taken any action pursuant to the terms of the Intercreditor Agreementthis Section 9.2 and until Payment in Full, any moneys and all proceeds received by the Senior Facility Administrative Agent from any sale or other disposition of the Common Security Trustee after Collateral, or any part thereof, or the occurrence and during exercise of any other remedy by the continuance of an Event of Default and the period during which remedies have been initiated Administrative Agent, shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):as follows: (a) firstFirst, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (amounts, including attorney fees, costs and expenses of counsel) payable to the Senior Issuing BanksAdministrative Agent in its capacity as such, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below)UK Security Trustee in its capacity as such, the Senior Facility Spanish Security Agent in its capacity as such, the Issuing Lender in its capacity as such and the Swing Loan Lender in its capacity as such, ratably among the Administrative Agent, the Common UK Security Trustee, the Accounts BankSpanish Security Agent, or the Intercreditor Agent Issuing Lender and Swing Loan Lender in their proportion to the respective capacities as suchamounts described in this clause First payable to them; (b) secondSecond, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (including fees, costs other than principal and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)interest) payable to the Senior LendersLenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) thirdThird, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lenders, ratably in proportion to the respective amounts described in this clause third payable to them, as certified by the Senior Facility Agent; (d) fourth, to payment, on a pro rata basis, of (i) that principal amount of the Loans payable to the Senior Lendersand Reimbursement Obligations, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth Third payable to them; (d) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations and payment obligations then owing under Lender Provided Interest Rate Xxxxxx, Lender Provided Foreign Currency Xxxxxx, and Other Lender Provided Financial Service Products, ratably among the Lenders, the Issuing Lender, and the Lenders or Affiliates of Lenders which provide Lender Provided Interest Rate Xxxxxx Lender Provided Foreign Currency Xxxxxx, and Other Lender Provided Financial Service Products, in proportion to the respective amounts described in this clause Fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit then outstanding, payable to the XX Xxxx Collateral Account; and (e) fifth, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by applicable Government Rule.;

Application of Proceeds. (a) Subject to the terms of the ABL Intercreditor Agreement, any moneys received by the Senior Facility Agent from the Common Security Trustee after the occurrence and during the continuance of if an Event of Default shall have occurred and be continuing, at any time at the period during which remedies have been initiated shall be applied Collateral Agent’s election, the Collateral Agent may, notwithstanding the provisions of Section 2.14 of the Credit Agreement, apply all or any part of the net Proceeds (after deducting fees and expenses as provided in full or in part Section 6.5) of Collateral realized through the exercise by the Senior Facility Collateral Agent against of its remedies hereunder, whether or not held in any Collateral Account, and any proceeds of the guarantee set forth in Section 2, in payment of the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to provided that if the terms of any Permitted Amendment provide for application of such Proceeds to the Intercreditor Agreementpayment of any Obligations in a less favorable order, then the terms of such Permitted Amendment shall govern with respect to recover any shortfall from such Obligations and the Borrower): (a) firstCollateral Agent shall apply such Proceeds in such different order): First, to payment of that portion of the Obligations constituting fees, costsindemnities, expenses (and interest owing thereon (if any)) and any other amounts (other than principal and interest, but including fees, costs attorneys fees payable under the Credit Agreement and expenses amounts payable under Section 2 of counselthis Agreement) payable to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, or the Intercreditor Collateral Agent in their respective capacities its capacity as such; (b) second; Second, to payment of that portion of the Obligations constituting fees, costs, expenses (indemnities and interest owing thereon (if any)) and any other amounts (other than principal and interest, Cash Management Obligations, obligations under the Specified Hedge Agreements and, to the extent payable under clause First, attorneys’ fees) payable to the Secured Parties (including fees, costs and expenses of counsel attorneys’ fees payable under the Credit Agreement and amounts payable under Article V (LIBOR and Tax ProvisionsSection 2 of this Agreement)) payable to the Senior Lenders, ratably among them in proportion to the amounts described in this clause second Second payable to them, as certified by the Senior Facility Agent; (c) third; Third, to payment of that portion of the Obligations constituting accrued and unpaid interest (including default interest) with respect to on the Loans payable to the Senior Lendersand LC Disbursements, ratably among the holders of such Obligations in proportion to the respective amounts described in this clause third Third payable to them, as certified by the Senior Facility Agent; (d) fourth; Fourth, to payment, on a pro rata basis, payment of (i) that portion of the Obligations constituting unpaid principal amount of the Loans payable and LC Disbursements, and, to the Senior Lendersextent required under Section 2.7(j) of the Credit Agreement, to cash collateralize the portion of the LC Disbursements comprised of the aggregate undrawn amounts of Letters of Credit, ratably among the Senior Lenders holders of such Obligations in proportion to the respective amounts described in this clause fourth Fourth held by them; Fifth, as certified by to the Senior Facility Agent payment of amounts then due and (ii) payable under Specified Hedge Agreements and Cash Management Obligations then due and payable and all other Obligations of the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of all Letters of Credit Loan Parties that are then outstanding, due and payable to the XX Xxxx Collateral AccountAgent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Collateral Agent and the other Secured Parties on such date; and (e) fifthand Last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower Borrowers or as otherwise required by applicable Government Rulelaw. (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. 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, amounts received from any Loan Party that is not a Qualified ECP Guarantor shall not be applied to any Excluded Swap Obligation of such Loan Party. (c) Amounts used to cash collateralize Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. (d) Notwithstanding the foregoing, Obligations arising in connection with Cash Management Services or under Specified Hedge Agreements shall be excluded from the application described above if the Collateral Agent has not received written notice thereof, together with such supporting documentation as the Collateral Agent may request, from the applicable Qualified Counterparty; provided that in no event shall proceeds of any Collateral of any Grantor that is not an “eligible contract participant” as defined in the Commodity Exchange Act be applied to any Excluded Swap Obligations.

Application of Proceeds. Subject to the terms of the any ABL/Term Loan Intercreditor Agreement, any moneys amount received by the Senior Facility Administrative Agent from the Common Security Trustee after the occurrence and any Credit Party (or from proceeds of any Collateral) during the continuance of an a Cash Dominion Period or following any acceleration of the Obligations under this Agreement or any Event of Default and the period during which remedies have been initiated with respect to any Borrower under Section 12.5 shall be applied in full or in part by the Senior Facility Agent against the Obligations in the following order of priority (but without prejudice to the right of the Senior Lenders, subject to the terms of the Intercreditor Agreement, to recover any shortfall from the Borrower):applied: (a) first, to the payment of that portion all reasonable and documented costs and expenses incurred by the Administrative Agent in connection with any collection or sale of the Obligations constituting feesCollateral or otherwise in connection with any Credit Document, costsincluding all court costs and the reasonable fees and expenses of its agents and legal counsel, expenses (and interest owing thereon (if any)) the repayment of all Protective Advances and any other amounts (including feesadvances made by the Administrative Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other Obligations owing to, and reasonable and documented costs and or expenses incurred by the Administrative Agent in connection with the exercise of counsel) payable any right or remedy hereunder or under any other Credit Document to the Senior Issuing Banks, the Swing Line Lender (excluding Commitment Fees covered by clause (b) below), the Senior Facility Agent, the Common Security Trustee, the Accounts Bank, extent reimbursable hereunder or the Intercreditor Agent in their respective capacities as suchthereunder; (b) second, to the payment of that portion of the Obligations constituting fees, costs, reasonable and documented costs or expenses (and interest owing thereon (if any)) and incurred by any other amounts (including fees, costs and expenses of counsel and amounts payable under Article V (LIBOR and Tax Provisions)) payable Lender to the Senior Lenders, ratably in proportion to the amounts described in this clause second payable to them, as certified by the Senior Facility Agentextent reimbursable hereunder; (c) third, to payment of that portion of all accrued unpaid interest on the Obligations constituting accrued (excluding FILO Credit Commitment Obligations) and unpaid interest (including default interest) with respect Fees owed to the Loans payable to Administrative Agent, the Senior Lenders, ratably in proportion to and the respective amounts described in this clause third payable to them, as certified by the Senior Facility AgentLetter of Credit Issuer; (d) fourth, to payment, on a pro rata basis, payment of (i) that principal amount of the Loans payable Obligations (other than Secured Cash Management Obligations and FILO Credit Commitment Obligations), including without limitation, Secured Bank Product Obligations and Secured Hedge Obligations, any Unpaid Drawings and amounts necessary to the Senior Lenders, ratably among the Senior Lenders in proportion to the respective amounts described in this clause fourth held by them, as certified by the Senior Facility Agent and (ii) the cash collateralization of any outstanding Letters of Credit in an amount not to exceed the aggregate LC Available Amounts of Cash Collateralize all Letters of Credit then outstanding, payable to Outstanding and any outstanding Banker’s Acceptances and BA Equivalent Notes on the XX Xxxx Collateral Account; anddate of any payment; (e) fifth, to payment of any other Obligations (excluding FILO Credit Commitment Obligations), including Secured Cash Management Obligations; (f) sixth, to payment of all FILO Credit Commitment Obligations; and (g) seventh, any surplus then remaining shall be paid to the balanceapplicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount applied to Cash Collateralize any Letters of Credit Outstanding that has not been applied to reimbursement of Unpaid Drawings under the applicable Letters of Credit at the time of expiration of all such Letters of Credit shall be applied by the Administrative Agent in the order specified in clauses (a) through (g) above. In carrying out the foregoing, if any(i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, after all (ii) each of the Obligations have been paid in fullLenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses (b) through (g) above, and (iii) amounts applied to the principal of any Loans shall be applied first, to outstanding Swingline Loans and second, to outstanding Revolving Loans. Notwithstanding the Borrower or foregoing, amounts received from any Guarantor that is not an “Eligible Contract Participant” (as otherwise required by applicable Government Ruledefined in the Commodity Exchange Act) shall not be applied to Obligations that are Excluded Swap Obligations.