Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows:follows (with, in the case of proceeds from a Borrowing Base Guarantor, a corresponding reduction in the Borrowing Base Guarantor Intercompany Loan Account): (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realizationrealization including, including compensation to the other Secured Parties without limitation, costs and their agents and counsel expenses and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses paragraphs (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) each Lender’s Default Allocation Percentage of interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements)Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms each Lender’s Default Allocation Percentage of the Interest Rate Protection Agreementssuch amounts; and (d) Fourth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.039.02, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The Subject to the terms of any applicable Intercreditor Agreement, the 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 or the Guarantees pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as the case may be, in accordance with the terms of the Loan Documents, of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent Agent, as the case may be, as follows: (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or and unpaid until paid in full; (b) Secondsecond, to the payment of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Thirdthird, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than principal, any premium thereon, Reimbursement Obligations and obligations to cash collateralize Letters of Credit); (d) fourth, to the payment in full in cash, pro rata, of the principal amount of the Obligations arising and any premium thereon (including Reimbursement Obligations and obligations to cash collateralize Letters of Credit); (e) fifth, any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Cash Management Agreements and Hedging Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing owing; (f) sixth, any breakage, termination or other payments under Cash Management Agreements and (ii) the Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreementsand any interest accrued thereon; and (dg) Fourthseventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in the preceding sentences of this Section 8.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. For the avoidance of doubt, notwithstanding any other provision of any Loan Document, no amount received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations and Obligations arising under Secured Cash Management Agreements and Secured Hedging Agreements shall be excluded from the application described above in clauses (a) through (ce) of the first sentence of this Section 9.038.02 if the Administrative Agent has not received written notice thereof, together with such supporting documentation from the Loan Parties shall remain liable applicable Cash Management Bank or Hedge Bank, as the case may be, as may be reasonably necessary to determine the amount of the Obligations owed thereunder. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article IX hereof for any deficiencyitself and its Affiliates as if a “Lender” party hereto and be deemed to be (and agrees to be) subject to the provisions in Sections 10.09, 10.10 and 10.12 as a party hereto.

Application of Proceeds. The proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Administrative Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Collateral Administrative Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent in connection therewiththerewith and all amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement pursuant to Section 2.14 from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable out-of-pocket costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, cash of (i) interest, the principal and other amounts constituting amount of the Obligations (other than the excluding Obligations arising under the Interest Rate Protection in respect of Specified Cash Management Agreements), in each case equally any interest and ratably in accordance with the respective amounts thereof then due premium thereon and owing any breakage, termination or other payments under agreements giving rise to Obligations and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreementsany interest accrued thereon; and (d) Fourth, to the balancepayment in full in cash of the principal amount of the Obligations in respect of Specified Cash Management Agreements, and any interest and premium thereon; and (e) Fifth, the balance remaining after the Obligations shall have been paid in full, no Letters of Credit shall be outstanding and the Commitments shall have terminated, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, no amount received from any Subsidiary Guarantor shall be applied to any Excluded Swap Obligation of such Subsidiary Guarantor. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.2, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Administrative Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Collateral Administrative Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent or an Arranger in connection therewiththerewith and all amounts for which the Administrative Agent or such Arranger is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties Lenders and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties Lenders in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations obligations hereunder (other than the Obligations arising principal and reimbursement obligations hereunder) and any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Secured Hedging Agreements and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the obligations hereunder (including reimbursement obligations) and any breakage, termination or other payments under Secured Hedging Agreements and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Borrower Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.037.02, the Loan Borrower Parties shall remain liable liable, jointly and severally, for any deficiency. Each Borrower Party acknowledges the relative rights, priorities and agreements of the Administrative Agent, the Arrangers, the Lenders and counterparties to Secured Hedging Agreements, as set forth in this Agreement, including as set forth in this Section 7.02.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Hedging Agreements or Treasury Services Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including Reimbursement Obligations) and any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Each Loan Party acknowledges the relative rights, priorities and agreements of the Secured Parties and as set forth in this Agreement, including as set forth in this Section 8.03.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations (including Reimbursement Obligations) and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Each Loan Party acknowledges the relative rights, priorities and agreements of the Secured Parties, as set forth in this Agreement, including as set forth in this Section 8.03.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations (including Reimbursement Obligations) and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal, Reimbursement Obligations arising and obligations to cash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Hedging Agreements or Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including Reimbursement Obligations and obligations to cash collateralize Letters of Credit) and any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms of any applicable Intercreditor Agreement, the 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 or the Guarantees pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as the case may be, in accordance with the terms of the Loan Documents, of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent Agent, as the case may be, as follows: (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or and unpaid until paid in full; (b) Secondsecond, to the payment of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or and unpaid until paid in full; (c) Thirdthird, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal any premium thereon, Reimbursement Obligations arising and obligations to cash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Cash Management Agreements and Hedging Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iid) fourth, to the payment in full in cash, pro rata, of the principal amount of the Obligations arising and any premium thereon (including Reimbursement Obligations and obligations to cash collateralize Letters of Credit) and any breakage, termination or other payments under the Interest Rate Protection Cash Management Agreements in accordance with the terms of the Interest Rate Protection Agreementsand Hedging Agreements constituting Secured Obligations and any interest accrued thereon; and (de) Fourthfifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in the preceding sentences of this Section 8.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. For the avoidance of doubt, notwithstanding any other provision of any Loan Document, no amount received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations, and Obligations arising under Secured Cash Management Agreements and Secured Hedging Agreements shall be excluded from the application described above in clauses (a) through (ce) of the first sentence of this Section 9.038.02 if the Administrative Agent has not received written notice thereof, together with such supporting documentation from the Loan Parties shall remain liable applicable Cash Management Bank or Hedge Bank, as the case may be, as may be reasonably necessary to determine the amount of the Obligations owed thereunder. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article IX hereof for any deficiencyitself and its Affiliates as if a “Lender” party hereto and be deemed to be (and agrees to be) subject to the provisions in Sections 10.09, 10.10 and 10.12 as a party hereto.

Application of Proceeds. The proceeds (a) Subject to clauses (b) and (c) below, any amount received by the Collateral Agent in respect of any sale ofAdministrative Agent, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by Trustee or the Collateral Agent from any Credit Party (or from proceeds of its remedies any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied in accordance with the Collateral Trust Agreement and any other applicable intercreditor agreement. (b) In the event that either (x) the Collateral Trust Agreement or any applicable intercreditor agreement directs the application with respect to any Collateral be made with reference to this Agreement or the other Credit Documents or (y) the Collateral Trust Agreement has been terminated and no intercreditor agreement is then in effect, any amount received by the Administrative Agent, the Collateral Trustee or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) (and all amounts deposited therein or credited thereto), in each case, following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (ai) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, Collateral Agent and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent and Collateral Agent is entitled to indemnification pursuant to the provisions of any Credit Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (bii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (ciii) Third, without duplication of amounts applied pursuant to clauses (ai) and (bii) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements)Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iiiv) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreementsand any premium thereon; and (dv) FourthFifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) or as a court of this Section 9.03, the Loan Parties shall remain liable for any deficiencycompetent jurisdiction may direct.

Application of Proceeds. The Subject to the terms of any applicable Intercreditor Agreement, the 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 or the Guarantees pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as the case may be, in accordance with the terms of the Loan Documents, of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent Agent, as the case may be, as follows: (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or and unpaid until paid in full; (b) Secondsecond, to the payment of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or and unpaid until paid in full; (c) Thirdthird, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than principal and any premium thereon, Reimbursement Obligations and obligations to cash collateralize Letters of Credit); (d) fourth, to the payment in full in cash, pro rata, of the principal amount of the Obligations arising and any premium thereon (including Reimbursement Obligations and obligations to cash collateralize Letters of Credit); (e) fifth, any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Cash Management Agreements and Hedging Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (df) Fourthsixth, any breakage, termination or other payments under Cash Management Agreements and Hedging Agreements constituting Secured Obligations and any interest accrued thereon; (g) seventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in the preceding sentences of this Section 8.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. For the avoidance of doubt, notwithstanding any other provision of any Loan Document, no amount received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations and Obligations arising under Secured Cash Management Agreements and Secured Hedging Agreements shall be excluded from the application described above in clauses (a) through (ce) of the first sentence of this Section 9.038.02 if the Administrative Agent has not received written notice thereof, together with such supporting documentation from the Loan Parties shall remain liable applicable Cash Management Bank or Hedge Bank, as the case may be, as may be reasonably necessary to determine the amount of the Obligations owed thereunder. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article IX hereof for any deficiencyitself and its Affiliates as if a “Lender” party hereto and be deemed to be (and agrees to be) subject to the provisions in Sections 10.09, 10.10 and 10.12 as a party hereto.

Application of Proceeds. The proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Administrative Agent of its remedies shall be applied, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Collateral Administrative Agent as follows: (a) First: FIRST, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second; SECOND, to the payment of all other reasonable costs and expenses of such sale, collection or other realizationrealization including, including without limitation, compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third; THIRD, without duplication of amounts applied pursuant to clauses (a) FIRST and (b) SECOND above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations obligations arising under the Interest Rate Protection Agreements), ) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourthand FOURTH, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) FIRST through (c) THIRD of this Section 9.03subsection 12.3, the Loan Credit Parties shall remain liable for any deficiency.. [This space intentionally left blank]

Application of Proceeds. The proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Administrative Agent of its remedies shall be applied, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Collateral Administrative Agent as follows: (a) First: FIRST, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second; SECOND, to the payment of all other reasonable costs and expenses of such sale, collection or other realizationrealization including, including without limitation, compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third; THIRD, without duplication of amounts applied pursuant to clauses (a) FIRST and (b) SECOND above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations obligations arising under the Interest Rate Protection Agreements), ) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourthand FOURTH, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) FIRST through (c) THIRD of this Section 9.03subsection 12.3, the Loan Credit Parties shall remain liable for any deficiency.

Application of Proceeds. The 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 pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as applicable, of its remedies shall be applied, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Administrative Agent or the Collateral Agent and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realizationrealization including, including compensation to the other Secured Parties without limitation, costs and their agents and counsel expenses and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses paragraphs (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) each Lender’s Default Allocation Percentage of interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements)Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms each Lender’s Default Allocation Percentage of the Interest Rate Protection Agreementssuch amounts; and (d) Fourth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cd) of this Section 9.039.05, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The Subject to the Intercreditor Agreements, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies during the continuation of an Event of Default shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, realization and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at therewith and all amounts for which the highest rate then in effect under this Agreement from and after Collateral Agent is entitled to indemnification pursuant to the date such amount is due, owing or unpaid until paid in fullprovisions of any Credit Document; (b) Second, in the order, and to the payment amounts, specified in clauses (i) through (iv) of all other reasonable costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in fullSection 5.03(d); (c) Third, without duplication to repay all outstanding principal of amounts applied pursuant Swingline Loans; (d) Fourth, to clauses pay all outstanding principal of Revolving Loans (awhether or not due and payable); (e) Fifth, to pay an amount to the Administrative Agent equal to 105% of the Stated Amount of outstanding Letters of Credit on such date, to be held in a cash collateral account to be established by, and under the sole dominion and control of, the Administrative Agent; (bf) aboveSixth, to the indefeasible payment in full in cash(on a ratable basis) of all other outstanding Obligations then due and payable to the Administrative Agent, pro ratathe Collateral Agent and the Lenders under any of the Credit Documents; (g) Seventh, to the payment of (i) interest, principal all amounts due and other amounts constituting Obligations (other than the Obligations arising payable under the Interest Rate Protection Agreements)ABL Secured Cash Management Agreements and ABL Secured Hedging Agreements and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreementsowing; and (dh) FourthEighth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) First through (c) Seventh of this Section 9.0311.03, the Loan Credit Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other applicable Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other applicable Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting applicable Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal and Reimbursement Obligations) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the applicable Obligations (including Reimbursement Obligations); and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.03, the applicable Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The All proceeds received collected by the Collateral Administrative Agent in respect of upon any sale ofcollection, collection from sale, foreclosure or other realization upon all or any part of the Collateral (including without limitation any distribution pursuant to the exercise by the a plan of reorganization), including any Collateral Agent consisting of its remedies cash, shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent applied as follows: (a) First: first, to the payment of all reasonable costs and expensesexpenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection, fees, commissions and taxes of such sale, collection foreclosure or realization or otherwise in connection with this Agreement, any other realizationLoan Document or any of the Obligations, including compensation to all court costs and the Collateral Agent fees and expenses of its agents and legal counsel, and the repayment of all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection therewith, together with interest on each such amount at the highest rate then in effect exercise of any right or remedy hereunder or under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Secondany other Loan Document; second, to the payment in full of all other reasonable costs and expenses Priority Lien Obligations (including, without limitation, the Cash Collateralization of such sale, collection or other realization, including compensation any undrawn Letters of Credit) (the amounts so applied to be distributed among the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably rata in accordance with the respective amounts thereof then due of the Priority Lien Obligations owed to them on the date of any such distribution) and owing Obligations under Specified Hedge Agreements and Secured Cash Management Agreements; third, to the payment in full of all other Pari Passu Lien Obligations (ii) the Obligations arising under amounts so applied to be distributed among the Interest Rate Protection Agreements Secured Parties pro rata in accordance with the terms amounts of the Interest Rate Protection AgreementsPari Passu Lien Obligations owed to them on the date of any such distribution); and (d) Fourth, the balance, if anyfourth, to the person lawfully entitled thereto (including the applicable Loan Party or its Parties, their successors or assigns), or as a court of competent jurisdiction may otherwise direct. In addition, in the event that the Administrative Agent receives any non-cash distribution upon any collection, sale, foreclosure or other realization upon any Collateral, such non-cash distribution shall be allocated in the manner described above, with the value of such non-cash distribution being reasonably determined by the Administrative Agent; provided that the Administrative Agent shall apply any cash distribution in accordance with this Section 7.2 prior to application of any such proceeds are insufficient non-cash distribution. The Administrative Agent shall have absolute discretion as to pay the time of application of any such proceeds, moneys or balances in full accordance with this Agreement. Upon any sale of Collateral by the items described in clauses Administrative Agent (a) through (c) including pursuant to a power of this Section 9.03sale granted by statute or under a judicial proceeding), the Loan Parties receipt of the Administrative Agent or of the officer making the sale shall remain liable 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 any deficiencythe misapplication thereof.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the proceeds received by any of the Collateral Agent Agents in respect of any sale of, collection from or other realization upon all or any part of the Collateral Collateral, whether pursuant to the exercise by the Collateral Agent of its remedies or otherwise (including any payments received with respect to adequate protection payments or other distributions relating to the Obligations during the pendency of any reorganization or proceeding under any Debtor Relief Law) after an Event of Default has occurred and is continuing or after the acceleration of the Obligations, shall be applied, in full or in part, together with any other sums then held by the Collateral Agent Agents or any Receiver pursuant to this Agreement, promptly by the Collateral Agent Agents or any Receiver as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent Agents or any Receiver and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent Agents or any Receiver in connection therewith, and all amounts for which the Agents or any Receiver are entitled to indemnification or reimbursement pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including any compensation payable to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations which are then due and owing (other than the principal) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andrespect to such Obligations; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations and any premium thereon and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon and any remaining Secured Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cd) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Hedging Agreements constituting Secured 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 Secured Hedge Provider. Each Secured Hedge Provider 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 and the Collateral Agent pursuant to the terms of Article X hereof for itself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding), all proceeds received by the Collateral Agent in the event that an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.01 and in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as followsagainst the Obligations in the following order of priority: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document (in its capacity as the Collateral Agent and not as a Lender), together with interest on each such amount at the highest rate then in effect under this Agreement Default Rate from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, Collateral Agent and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent and Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal) and any fees, premiums and scheduled periodic payments due under Hedging Agreements or Treasury Services Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon and any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the provisions of Section 11.23, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral Collateral, pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by or distributed or paid to the Collateral Agent or the Administrative Agent pursuant to this AgreementAgreement or any other Loan Document (including as a result of any exercise of any right or remedy hereunder or thereunder), promptly by the Collateral Agent as follows: (a) First, to the indefeasible payment in full in cash of all reasonable and documented out-of-pocket costs and expenses, and all fees, commissions and taxes of such sale, collection or other realization, realization (including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and/or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or Collateral Agent are entitled to indemnification pursuant to the provisions of any Loan Document), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the indefeasible payment in full in cash of all other reasonable costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of principal, interest and other amounts constituting Revolving Obligations (iincluding Reimbursement Obligations and obligations to Cash Collateralize Letters of Credit), in each case, equally and ratably in accordance with the respective amounts thereof then due and owing (it being agreed that, for purposes of applying this clause (c), all interest and all other amounts described herein will be deemed payable in accordance with this Agreement regardless of whether such claims are allowed in any proceeding described in Section 8.01(g) interestor (h)); (d) Fourth, principal to the extent proceeds remain after the application pursuant to preceding clauses (a) through (c), to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than the Obligations arising principal), and any fees, premiums, interest and scheduled periodic payments due under the Interest Rate Protection Agreements)Bank Product Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.owing;

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realizationrealization including, including without limitation, compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection AgreementsHedging Obligations), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Hedging Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreementsthereof; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations (including Reimbursement Obligations) and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Each Loan Party acknowledges the relative rights, priorities and agreements of the Secured Parties and the Second Lien Secured Parties, as set forth in the Intercreditor Agreement and this Agreement, including as set forth in this Section 8.03.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal, Reimbursement Obligations arising and obligations to cash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Hedging Agreements or Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations and any premium thereon (including Reimbursement Obligations and obligations to cash collateralize Letters of Credit) and any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, Collateral Agent and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent and Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal) and any fees, premiums and scheduled periodic payments due under Hedging Agreements or Treasury Services Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of (x) the Obligations and any premium thereon, (y) any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon and (z) Cash Collateral required to be deposited but no so deposited, to the Administrative Agent to be held by it until the Letter of Credit Usage shall have been reduced to zero (and thereafter to be applied in accordance with clauses (x) and (y) of this clause Fourth); and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as follows: (a) First, to the indefeasible payment in full in cash of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization (including compensation to the Collateral Agent, the Administrative Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent and the Administrative Agent in connection therewiththerewith and all amounts for which the Collateral Agent and the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the indefeasible payment in full in cash of all other reasonable costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations in respect of the Credit Facilities (other than the principal, Reimbursement Obligations arising under the Interest Rate Protection Agreements), and obligations to Cash Collateralize Letters of Credit) in each case equally and ratably in accordance with the respective amounts thereof then due and owing (it being agreed that, for purposes of applying this clause (c), all interest and (ii) the Obligations arising under the Interest Rate Protection Agreements all other amounts described herein will be deemed payable in accordance with the terms this Agreement regardless of the Interest Rate Protection Agreements; andwhether such claims are allowed in any proceeding described in Section 8.01(g) or (h)); (d) Fourth, to the indefeasible payment in full in cash of Secured Obligations of the type specified in clause (b) or (c) of the definition of Secured Obligations then due and owing and the principal amount of the Obligations in respect of the Credit Facilities (including Reimbursement Obligations and obligations to Cash Collateralize Letters of Credit), pro rata; (e) Fifth, to the indefeasible payment in full in cash of the remaining Secured Obligations then due and owing, pro rata; and (f) Sixth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cf) of this Section 9.03above, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The After the occurrence and during the continuance of (i) any Cash Dominion Event or (ii) any Event of Default and acceleration of the Obligations, all proceeds received realized from any Loan Party or on account of any Collateral owned by a Loan Party or, without limiting the Collateral Agent foregoing, on account of any Prepayment Event, any payments in respect of any sale of, collection from or other realization upon Obligations and all or any part proceeds of the Collateral pursuant to the exercise by the Collateral Agent of its remedies Collateral, shall be applied, together with any other sums then held by applied in the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as followsfollowing order: (a) FirstFIRST, ratably to pay the Obligations in respect of any Credit Party Expenses, indemnities and other amounts then due to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid Agents until paid in fullfull (other than contingent obligations); (b) SecondSECOND, ratably to pay any Credit Party Expenses and indemnities, and to pay any fees then due to the payment of all other reasonable costs and expenses of such saleLenders, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) ThirdTHIRD, without duplication ratably to pay interest accrued in respect of amounts applied pursuant the Obligations until paid in full; (d) FOURTH, to clauses pay principal due in respect of the Swingline Loans until paid in full; (ae) and FIFTH, ratably to pay principal due in respect of the Revolving Credit Loans until paid in full; (bf) aboveSIXTH, to the indefeasible payment Administrative Agent, to be held by the Administrative Agent, for the ratable benefit of the Issuing Banks and the Lenders as cash collateral in full an amount up to 103% of the then Stated Amount of Letters of Credit until paid in cashfull; (g) SEVENTH, pro rata, of (i) interest, principal and other amounts constituting ratably to pay outstanding Obligations (other than to the extent such Obligations arising are secured hereunder and under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with other Loan Documents at the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms option of the Interest Rate Protection AgreementsLead Borrower) with respect to any Designated Hedge Agreement and Cash Management Services furnished to any Loan Party by the Agents; (h) EIGHTH, ratably to pay any other outstanding Obligations (including any outstanding Other Liabilities); and (di) Fourth, the balance, if anyNINTH, to the person lawfully Lead Borrower or such other Person entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiencyunder Applicable Law.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Hedging Agreements or Treasury Services Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including Reimbursement Obligations) and any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than principal and contingent indemnification obligations) under this Agreement and the Obligations arising under the Interest Rate Protection Agreements), other Loan Documents in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations (including contingent indemnification obligations due or claimed with respect thereto); and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.037.06, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the provisions of the Intercreditor Agreement, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of relating to such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all reasonable expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Credit Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all reasonable costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations; and (e) Fifth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.3, the Loan Parties Company and the Subsidiary Guarantors party to the applicable Credit Documents shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the provisions of the Intercreditor Agreement, the proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral Collateral, pursuant to the exercise by the Collateral Administrative Agent of its remedies following the occurrence and during the continuance of an Event of Default, shall be applied, in full or in part, together with any other sums then held by the Collateral Administrative Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Administrative Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent in connection therewiththerewith and all amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, to the indefeasible payment in full in cash of interest in respect of all Protective Advances; (d) Fourth, to the indefeasible payment in full in cash of the principal amount of all Protective Advances; (e) Fifth, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal, Reimbursement Obligations, Bank Product Obligations arising under the Interest Rate Protection Agreementsand Obligations owed to Defaulting Lenders), in each case case, equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iif) Sixth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations arising under (including Reimbursement Obligations but other than Bank Product Obligations and Obligations owed to Defaulting Lenders); (g) Seventh, to pay any other Obligations other than Obligations owed to Defaulting Lenders (including being paid, ratably, to the Interest Rate Protection Agreements Bank Product Providers on account of all amounts then due and payable in accordance respect of Bank Product Obligations, with any balance to be paid to the terms Administrative Agent, to be held by the Administrative Agent, for the ratable benefit of the Interest Rate Protection AgreementsBank Product Providers, as cash collateral); (h) Eighth, ratably to pay any Obligations owed to Defaulting Lenders; and (di) FourthNinth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ci) of this Section 9.039.01, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The During the continuance of an Amortization Event, the Administrative Agent (acting at the direction of the Requisite Lenders) may apply any and all payments received, all funds from time to time on deposit in the Collection Account, and all proceeds received by the Collateral Administrative Agent or the Lenders in respect of any sale ofBorrower Obligations, collection from in accordance with clauses (i) through (v) below. Notwithstanding any provision herein to the contrary, all amounts collected or other realization upon all received by the Administrative Agent or any part of the Collateral pursuant to Lenders after any or all of the exercise by the Collateral Agent Borrower Obligations have been accelerated (so long as such acceleration has not been rescinded), including proceeds of its remedies Collateral, shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent applied as follows: (ai) Firstfirst, to the Administrative Agent, in payment of Fees and expenses to the extent payable or reimbursable by the Borrower under the Transaction Documents; (ii) second, to payment of all reasonable costs accrued unpaid interest (including Default Interest) on the Advances and expensesother Borrower Obligations, fees, commissions and taxes of in such sale, collection or other realization, including compensation to order as the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount (acting at the highest rate then in effect under this Agreement from and after direction of the date such amount is due, owing or unpaid until paid in fullRequisite Lenders) may determine; (biii) Secondthird, to payment of the outstanding principal of the Advances, in such order as Administrative Agent (acting at the direction of the Requisite Lenders) may determine; (iv) fourth, to payment of any other amounts owing constituting Borrower Obligations; (v) fifth, to the payment of all other reasonable costs Master Servicer to pay accrued and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof Servicing Fees that are then due and owing and (ii) to the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection AgreementsMaster Servicer; and (dvi) Fourthsixth, any remainder shall be for the balanceaccount of and paid to whoever may be lawfully entitled thereto. In carrying out the foregoing, if any, amounts received shall be applied in the numerical order provided until exhausted prior to the person lawfully entitled thereto (including application to the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiencynext succeeding category.

Application of Proceeds. The proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Administrative Agent of its remedies shall be applied, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Collateral Administrative Agent as follows: (a) First: FIRST, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationreali- zation including, including without limitation, compensation to the Collateral Administra- tive Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent in connection connec- tion therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second; SECOND, to the payment of all other reasonable costs and expenses ex- penses of such sale, collection or other realizationrealization including, including with- out limitation, compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together to- gether with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third; THIRD, without duplication of amounts applied pursuant to clauses (a) FIRST and (b) SECOND above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting con- stituting Obligations (other than the Obligations obligations arising under the Interest Rate Protection Agreements), ) in each case equally and ratably in accordance accor- dance with the respective amounts thereof then due and owing and (ii) the Obligations obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourthand FOURTH, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) FIRST through (c) THIRD of this Section 9.03sub- section 12.3, the Loan Credit Parties shall remain liable for any deficiency.defi- ciency. [This space intentionally left blank]

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal and Reimbursement Obligations) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations (including Reimbursement Obligations with respect thereto); and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Each Loan Party acknowledges the relative rights, priorities and agreements of the Secured Parties and the Second Lien Secured Parties, as set forth in this Agreement and the Intercreditor Agreement, including as set forth in this Section 9.03.

Application of Proceeds. The proceeds From and during the continuance of any Event of Default, any monies or Property actually received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Administrative Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as followsexercise of any rights or remedies under any Security Instrument or any other agreement with any Credit Party which secures any of the Obligations, shall be applied in the following order: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent in connection therewiththerewith and all other amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewiththerewith to which the Secured Parties are entitled to reimbursement pursuant to the terms of any Loan Documents, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements)principal) and any fees, premiums and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cd) of this Section 9.037.6, the Loan Credit Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral Collateral, pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as follows: (a) First, to the indefeasible payment in full in cash of all reasonable and documented out-of-pocket costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization (including compensation to the Agent, the Co-Collateral Agent Agents and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Agent or the Co-Collateral Agent Agents in connection therewiththerewith and all amounts for which Agent or the Co-Collateral Agents are entitled to indemnification pursuant to the provisions of any Loan Document), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the indefeasible payment in full in cash of all other reasonable costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, to the indefeasible payment in full in cash, pro rata, of interest in respect of all Protective Advances and Overadvances; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of all Protective Advances and Overadvances; (e) Fifth, without duplication of amounts applied pursuant to clauses (a) and through (bd) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Secured Obligations (other than the principal, Reimbursement Obligations arising under the Interest Rate Protection Agreementsand obligations to Cash Collateralize Letters of Credit, Bank Product Obligations and Obligations owed to Defaulting Lenders), in each case case, equally and ratably in accordance with the respective amounts thereof then due and owing (it being agreed that, for purposes of applying this clause (e), all interest and (ii) the Obligations arising under the Interest Rate Protection Agreements all other amounts described herein will be deemed payable in accordance with this Agreement regardless of whether such claims are allowed in any proceeding described in Section 8.01(g) or (h)); (f) Sixth, to the terms indefeasible payment in full in cash, pro rata, of the Interest Rate Protection Agreementsprincipal amount of the Secured Obligations (including Reimbursement Obligations, obligations to Cash Collateralize Letters of Credit and any Bank Product Obligations then due and owing to the extent of Reserves then maintained by the Agent and the Co-Collateral Agents with respect thereto (but excluding Bank Product Obligations that are not then covered by such Reserves and Obligations owed to Defaulting Lenders)); (g) Seventh, to pay any other Secured Obligations other than Obligations owed to Defaulting Lenders (including being paid, ratably, to the Bank Product Providers on account of all amounts then due and payable in respect of Bank Product Obligations that were not paid pursuant to clause (f) immediately above, with any balance to be paid to the Agent, to be held by the Agent, for the ratable benefit of the Bank Product Providers, as cash collateral); (h) Eighth, ratably to pay any Secured Obligations owed to Defaulting Lenders; and (di) FourthNinth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ci) of this Section 9.039.01, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds Except as expressly provided elsewhere in this Agreement, all amounts received by the Collateral Administrative Agent in respect of the Loan Document Obligations, including upon any sale of, any collection from from, or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies Collateral, shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreementin full or in part, promptly by the Collateral Administrative Agent as follows: (a) Firstagainst the Loan Document Obligations in the following order of priority: first, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, including reasonable compensation to the Administrative Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith, and all amounts for which the Administrative Agent is entitled to indemnification hereunder (in its capacity as Administrative Agent and not as a Lender) or any other Loan Document and all advances made by the Administrative Agent hereunder or under any other Loan Document for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by the Administrative Agent in connection with the exercise of any right or remedy hereunder or under the other Loan Documents, all in accordance with the terms hereof or thereof; second, to the extent of any excess of such proceeds, to the payment of all other costs and expenses of such sale, collection or other realization including compensation to the other Secured Parties and their agents and counsel and all costsexpenses, liabilities and advances made or incurred by the other Secured Parties in connection therewith; third, together with interest on each to the extent of any excess of such amount at the highest rate then in effect under this Agreement from proceeds and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) first and (b) second above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Loan Document Obligations (other than the Obligations arising under the Interest Rate Protection Agreementsprincipal), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.owing;

Application of Proceeds. The After the occurrence and during the continuance of (i) any Cash Dominion Event or (ii) any Event of Default and acceleration of the Obligations, all proceeds received realized from any Loan Party or on account of any Collateral owned by a Loan Party or, without limiting the Collateral Agent foregoing, on account of any Prepayment Event, any payments in respect of any sale of, collection from or other realization upon Obligations and all or any part proceeds of the Collateral pursuant to the exercise by the Collateral Agent of its remedies Collateral, shall be applied, together with any other sums then held by applied in the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as followsfollowing order: (a) FirstFIRST, ratably to pay the Obligations in respect of any Credit Party Expenses, indemnities and other amounts then due to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid Agents until paid in fullfull (other than contingent obligations); (b) SecondSECOND, ratably to pay any Credit Party Expenses and indemnities, and to pay any fees then due to the payment of all other reasonable costs and expenses of such saleLenders, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) ThirdTHIRD, without duplication ratably to pay interest accrued in respect of amounts applied pursuant the Obligations until paid in full; (d) FOURTH, to clauses pay principal due in respect of the Swingline Loans until paid in full; (ae) and FIFTH, ratably to pay principal due in respect of the Revolving Credit Loans until paid in full; (bf) aboveSIXTH, to the indefeasible payment Administrative Agent, to be held by the Administrative Agent, for the ratable benefit of the Issuing Banks and the Lenders as cash collateral in full an amount up to 103% of the then Stated Amount of Letters of Credit until paid in cashfull; (g) SEVENTH, pro rata, of (i) interest, principal and other amounts constituting ratably to pay outstanding Obligations (other than to the extent such Obligations arising are secured hereunder and under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with other Loan Documents at the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms option of the Interest Rate Protection AgreementsLead Borrower) with respect to any Designated Hedge Agreement and Cash Management Services furnished to any Loan Party; (h) EIGHTH, ratably to pay any other outstanding Obligations (including any outstanding Other Liabilities); and (di) Fourth, the balance, if anyNINTH, to the person lawfully Lead Borrower or such other Person entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiencyunder Applicable Law.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, including including, without limitation, compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the the (c) highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (cd) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under Related Hedging Obligations) owing to the Interest Rate Protection Agreements)Secured Parties, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Related Hedging Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection applicable Hedging Agreements; and (de) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The Subject to the terms and conditions of the Intercreditor Agreement and, to the extent applicable, any Term-ABL Intercreditor Agreement then in effect, the proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Administrative Agent or the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Administrative Agent pursuant to this AgreementAgreement and the other Loan Documents, promptly by the Collateral Administrative Agent as follows: (a) First, to the payment of all reasonable indemnities, costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent Agents and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent Agents in connection therewiththerewith and all amounts for which the Agents are entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable indemnities, costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, cash of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), any interest due in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms respect of the Interest Rate Protection Agreements; andOveradvances and Protective Advances; (d) Fourth, to the payment in full in cash of the principal of the Overadvances and Protective Advances; (e) Fifth, to the payment in full in cash of any interest then due and payable on the Loans (other than the Overadvances and Protective Advances) ratably; (f) Sixth, to the payment in full in cash of the principal on the Loans (other than the Overadvances and Protective Advances) and unreimbursed LC Disbursements ratably; (g) Seventh, to the payment of an amount to the Administrative Agent equal to one hundred three percent (103%) of the aggregate LC Exposure, to be held as cash collateral for such Obligations; (h) Eight, to the payment in full in cash of any amounts owing with respect to Treasury Services Agreement up to and including the amount most recently provided to the Administrative Agent; (i) Ninth, to the payment in full in cash of any amounts owing with respect to any Specified Hedging Obligations on a pro rata basis; (j) Tenth, to the payment in full in cash of any other Obligation due to any Agent or any Lender by the Borrower; and (k) Eleventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ci) of this Section 9.038.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Upon receipt from any Collateral Agent in respect of the proceeds of any sale ofcollection, collection from sale, foreclosure or other realization upon all or any part Collateral, including any Collateral consisting of the Collateral pursuant to cash, following the exercise by of remedies provided for in Article VII (or after the Collateral Loans have automatically become due and payable as set forth in Article VII), the Administrative Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent apply such proceeds as follows: (a) FirstFIRST, to the payment of all reasonable costs and expensesexpenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection, fees, commissions and taxes of such sale, collection foreclosure or realization or otherwise in connection with this Agreement or any other realizationLoan Document, including compensation to all court costs and the Collateral Agent fees and expenses of its agents and legal counsel, and the repayment of all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection therewith, together with interest on each such amount at the highest rate then in effect exercise of any right or remedy hereunder or under this Agreement from and after the date such amount is due, owing or unpaid until paid in fullany other Loan Document; (b) SecondSECOND, to the payment in full of all other reasonable costs Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent and expenses the Issuing Banks pro rata in accordance with the amounts of such sale, collection or other realization, including compensation Unfunded Advances/Participations owed to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest them on each such amount at the highest rate then in effect under this Agreement from and after the date of any such amount is due, owing or unpaid until paid in full;distribution); and (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) aboveTHIRD, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and all other amounts constituting Bank Obligations (other than the Obligations arising under amounts so applied to be distributed among the Interest Rate Protection Agreements), in each case equally and ratably Bank Secured Parties pro rata in accordance with the respective amounts thereof then due and owing and (ii) of the Bank Obligations arising under owed to them on the Interest Rate Protection Agreements date of any such distribution). The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiencyAgreement.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as follows: (a) First, to the indefeasible payment in full in cash of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization (including compensation to the Collateral Agent, the Administrative Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent and the Administrative Agent in connection therewiththerewith and all amounts for which the Collateral Agent and the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the indefeasible payment in full in cash of all other reasonable costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations in respect of the Credit Facility (other than the Obligations arising under the Interest Rate Protection Agreements), principal) in each case equally and ratably in accordance with the respective amounts thereof then due and owing (it being agreed that, for purposes of applying this clause (c), all interest and (ii) the Obligations arising under the Interest Rate Protection Agreements all other amounts described herein will be deemed payable in accordance with the terms this Agreement regardless of the Interest Rate Protection Agreements; andwhether such claims are allowed in any proceeding described in Section 8.01(g) or (h)); (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations in respect of the Credit Facility; (e) Fifth, to the indefeasible payment in full in cash of Secured Obligations of the type specified in clause (b) of the definition of Secured Obligations then due and owing, pro rata; (f) Sixth, to the indefeasible payment in full in cash of the remaining Secured Obligations then due and owing, pro rata; and (g) Seventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cg) of this Section 9.03above, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent Lender in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent Lender of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent Lender pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent Lender as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent Lender and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent Lender in connection therewiththerewith and all amounts for which Lender is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses clause (a) and (b) above, to the indefeasible payment in full in cash, pro rata, cash of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal) in each case equally and ratably in accordance with the respective amounts thereof then due and owing owing, in any order or priority for all such interest and other amounts constituting Obligations determined by Lender in its sole discretion; (iic) Third, to the payment in full in cash of the principal amount of the Obligations, in any order or priority for all such principal amount of the Obligations arising under the Interest Rate Protection Agreements determined by Lender in accordance with the terms of the Interest Rate Protection Agreements; andits sole discretion; (d) Fourth, to the remaining Obligations then due and owing, in any order or priority for all such remaining Obligations determined by Lender in its sole discretion; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cd) of this Section 9.039.01, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds (a) All Proceeds collected by the ----------------------- Administrative Agent upon any sale, other disposition of or realization upon any of the Collateral, together with all other moneys received by the Collateral Administrative Agent in respect of any sale ofhereunder, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent applied as follows: (ai) Firstfirst, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection disposition or other realization, including compensation the reasonable costs and expenses of the Administrative Agent and the reasonable fees and expenses of its agents and counsel, all amounts advanced by the Administrative Agent for the account of the Pledgor, and all other amounts payable to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect Administrative Agent under this Agreement from and after the date such amount is due, owing or unpaid until paid in fullSECTION 13; (cii) Thirdsecond, without duplication after payment in full of the amounts applied pursuant to clauses specified in clause (a) and (bi) above, to the indefeasible ratable payment of all other Secured Obligations owing to the Secured Parties; and (iii) third, after payment in full of the amounts specified in cash, pro rata, of clauses (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) above, and following the termination of this Agreement, to the Pledgor or any other Person lawfully entitled to receive such surplus. (b) For purposes of applying amounts in accordance with this Section, the Administrative Agent shall be entitled to rely upon any Secured Party that has entered into an Interest Rate Protection Agreement with the Borrower for a determination (which such Secured Party agrees to provide or cause to be provided upon request of the Administrative Agent) of the outstanding Secured Obligations arising owed to such Secured Party under any such Interest Rate Protection Agreement. Unless it has actual knowledge (including by way of written notice from any such Secured Party) to the contrary, the Administrative Agent, in acting hereunder, shall be entitled to assume that no Interest Rate Protection Agreements or Obligations in accordance with respect thereof are in existence between any Secured Party and the terms Borrower. (c) The Pledgor shall remain liable to the extent of any deficiency between the amount of all Proceeds realized upon sale or other disposition of the Interest Rate Protection Agreements; and (d) Fourth, Collateral pursuant to this Agreement and the balance, if any, aggregate amount of the sums referred to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (i) and (ii) of subsection (a) through above. Upon any sale of any Collateral hereunder by the Administrative Agent (c) whether by virtue of this Section 9.03the power of sale herein granted, pursuant to judicial proceeding, or otherwise), the Loan Parties receipt of the Administrative Agent or the officer making the sale shall remain liable 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 any deficiencythe misapplication thereof.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any breakage, termination or other payments under Hedging Agreements constituting Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Each Loan Party acknowledges the relative rights, priorities and agreements of the Secured Parties and the First Lien Secured Parties, as set forth in the Intercreditor Agreement and this Agreement, including as set forth in this Section 8.03.

Application of Proceeds. The After the exercise of remedies provided for in Section 12(b) (or after the Note Obligations have automatically become immediately due and payable as set forth in Section 12(b)(i)), including in any proceeding under any Debtor Relief Law, any amounts received on account of the Note Obligations (whether as a result of a payment under a guarantee, any realization on the Collateral, any set-off rights, any distribution in connection with any proceeding under any Debtor Relief Law or otherwise and whether received in cash or otherwise, including all proceeds received by the Collateral Agent in respect of any sale ofsale, any collection from from, or other realization upon all or any part of the Collateral pursuant to but excluding the exercise payment of current interest or interest paid as a form of adequate protection in any proceeding under any Debtor Relief Law) shall be applied by the Collateral Agent Agent, subject to any Intercreditor Agreement then in effect, in the following order: First, to payment of its remedies shall be appliedthat portion of the Note Obligations constituting fees, together with any indemnities, expenses and other sums then held by amounts payable to the Collateral Agent pursuant to this Agreementand the Holder Representative, promptly by the Collateral Agent as follows: (a) Firstapplicable, in its capacities as such; Second, to the payment of all reasonable costs that portion of the Note Obligations constituting fees and expenses, fees, commissions indemnities (other than unasserted contingent indemnification obligations) and taxes of such sale, collection or other realization, including compensation amounts (other than principal and interest) payable to the Collateral Agent and its agents and counselholders of Notes, and all expenses, liabilities and advances made or incurred by ratably among them in proportion to the Collateral Agent respective amounts described in connection therewiththis clause Second payable to them, together with interest on each such amount at the highest rate then in effect under this Agreement the Note Documents from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) FirstFIRST, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) SecondSECOND, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other applicable Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other applicable Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) ThirdTHIRD, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rataPRO RATA, of (i) interest, principal interest and other amounts constituting applicable Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal and Reimbursement Obligations) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iid) FOURTH, to the Obligations arising under the Interest Rate Protection Agreements indefeasible payment in accordance with the terms full in cash, PRO RATA, of principal amount of the Interest Rate Protection Agreementsapplicable Obligations (including Reimbursement Obligations); and (de) FourthFIFTH, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section SECTION 9.03, the applicable Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable out-of-pocket costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable out-of-pocket costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cashfull, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the and any fees, premiums and scheduled periodic payments due under Swap Agreements or Treasury Services Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the payment in full, pro rata, of principal amount of the Obligations and any premium thereon and any breakage, termination or other payments under Swap Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realizationrealization including, including without limitation, compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations obligations arising under the Interest Rate Protection Agreements), Hedging Agreements and the principal amount of Reimbursement Obligations) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Hedging Agreements in accordance with the terms of the Interest Rate Protection Hedging Agreements; and; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of Reimbursement Obligations; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.03, the Loan Parties shall remain jointly and severally liable for any deficiency.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the proceeds received by any of the Collateral Agent Agents in respect of any sale of, collection from or other realization upon all or any part of the Collateral Collateral, whether pursuant to the exercise by the Collateral Agent of its remedies or otherwise (including any payments received with respect to adequate protection payments or other distributions relating to the Obligations during the pendency of any reorganization or insolvency proceeding) after an Event of Default has occurred and is continuing or after the acceleration of the Obligations, shall be applied, in full or in part, together with any other sums then held by the Collateral Agent Agents or any Receiver pursuant to this Agreement, promptly by the Collateral Agent Agents or any Receiver as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent Agents or any Receiver and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent Agents or any Receiver in connection therewiththerewith and all amounts for which the Agents or any Receiver are entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including any compensation payable to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations which are then due and owing (other than the principal) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations and any premium thereon and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon and any remaining Secured Obligations; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cd) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Notwithstanding any other provision of this Agreement, after application pursuant to clauses (a) and (b) of this Section 8.03, any remaining proceeds of any of the 525 Collateral Accounts shall be applied to the indefeasible payment in full in cash, pro rata of the principal amount of any outstanding Canadian Term Loans which were not prepaid with amounts in such accounts as a result of Section 2.10(h)(vi) and any accrued and unpaid interest thereon, and thereafter, any remaining proceeds of the 525 Collateral Accounts shall be applied in the priority set forth in clauses (c) through (e) of this Section 8.03.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the proceeds received by any of the Collateral Agent Agents in respect of any sale of, collection from or other realization upon all or any part of the Collateral Collateral, whether pursuant to the exercise by the Collateral Agent of its remedies or otherwise (including any payments received with respect to adequate protection payments or other distributions relating to the Obligations during the pendency of any reorganization or insolvency proceeding) after an Event of Default has occurred and is continuing or after the acceleration of the Obligations, shall be applied, in full or in part, together with any other sums then held by the Collateral Agent Agents or any Receiver pursuant to this Agreement, promptly by the Collateral Agent Agents or any Receiver as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent Agents or any Receiver and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent Agents or any Receiver in connection therewiththerewith and all amounts for which the Agents or any Receiver are entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including any compensation payable to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations which are then due and owing (other than principal and Reimbursement Obligations) including Overadvances (other than obligations of the Obligations arising under type described in clause (b) in the Interest Rate Protection Agreementsdefinition of “Secured Obligations”), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations and any premium thereon (including the cash collateralization of 197 any Reimbursement Obligations pursuant to Section 2.18(i) (other than obligations of the type described in clause (b) in the definition of “Secured Obligations”); and (e) Fifth, to the indefeasible payment in full in cash, pro rata, of obligations of the type described in clause (b) in the definition of “Secured Obligations” including, but not limited to, obligations arising under Treasury Services Agreements constituting Secured Obligations; and (f) Sixth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all of the Collateral Agent’s and its agents’ and counsel’s reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all of the other Secured Parties’ and their agents’ and counsel’s reasonable costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel realization and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party Borrowers or its any of them or their successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.037.02, the Loan Parties Borrowers shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The From and during the continuance of any Event of Default, any monies or Property (excluding the Target Property or monies arising from the Target Property or identifiable proceeds of the Tranche B Loans) actually received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Administrative Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as followsexercise of any rights or remedies under any Security Instrument or any other agreement with any Credit Party which secures any of the Obligations, shall be applied in the following order: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent in connection therewiththerewith and all other amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewiththerewith to which the Secured Parties are entitled to reimbursement pursuant to the terms of any Loan Documents, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than Tranche B Obligations and the Obligations arising under principal amount of the Interest Rate Protection Agreements)Loans) and any fees, premiums and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations (excluding Tranche B Obligations); and (e) Fifth, unless such monies or Property are attributable to the JV Interests or any other “Common Collateral” (as defined in the Intercreditor Agreement”), the payment in full in cash, pro rata, of interest and other amounts constituting Tranche B Obligations (other than the principal amount of Tranche B Loans) and any fees, premiums and any interest accrued thereon, in each case, equally and ratably in accordance with the respective amount thereof then due and owing; (f) Sixth, unless such monies or Property are attributable to the JV Interests or any other “Common Collateral” (as defined in the Intercreditor Agreement”), to the payment in full in cash, pro rata, of the principal amount of Tranche B Loans; and (g) Seventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in foregoing clauses (a) through (cf) of this Section 9.037.6, the Loan Credit Parties shall remain liable liable, jointly and severally, for any deficiency. From and during the continuance of any Event of Default, any identifiable proceeds of the Tranche B Loans, or any Target Property or monies arising from the Target Property actually received by Administrative Agent pursuant to this Agreement or any other Loan Document, the exercise of any rights or remedies under any Security Instrument or any other agreement with any Credit Party which secures any of the Obligations, shall be applied in the following order: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith and all other amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith to which the Secured Parties are entitled to reimbursement pursuant to the terms of any Loan Documents, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the payment in full in cash, pro rata, of interest and other amounts constituting Tranche B Obligations (other than the principal amount of the Tranche B Loans) and any fees, premiums and any interest accrued on the Tranche B Loans, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the payment in full in cash, pro rata, of principal amount of Tranche B Obligations; and (e) Fifth, to the payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal on the Loans) and any fees, premiums and any interest accrued thereon, in each case, equally and ratably in accordance with the respective amount thereof then due and owing; (f) Sixth, to the payment in full in cash, pro rata, of principal amount of the Loans and any premium thereon and any interest accrued thereon; and (g) Seventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in foregoing clauses (a) through (f) of this Section 7.6, the Credit Parties shall remain liable, jointly and severally, for any deficiency.”

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, any Pari Intercreditor Agreement and any applicable Other Intercreditor Agreement, the 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 or the Guarantees pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as the case may be, in accordance with the terms of the Loan Documents, of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent Agent, as the case may be, as follows: (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or and unpaid until paid in full; (b) Secondsecond, to the payment to the Secured Parties of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or and unpaid until paid in full; (c) Thirdthird, without duplication of amounts applied pursuant to any of the preceding clauses (a) and (b) aboveof this Section 8.02, to the indefeasible payment in full in cash, pro rata, of (i) that portion of the Secured Obligations constituting interest, principal fees, indemnities and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreementsprincipal and any premium thereon), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iid) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms fourth, without duplication of amounts applied pursuant to any of the Interest Rate Protection Agreementspreceding clauses of this Section 8.02, to the payment in full in cash, pro rata, of the principal amount of the Secured Obligations and any premium thereon (including pursuant to Section 2.10(j)) payable to the Lenders; (e) fifth, to the payment of all other Secured Obligations that are due and payable to the Administrative Agent, the Collateral Agent and the other Secured Parties on such date, ratably based upon the respective amounts of all such Secured Obligations owing to the Administrative Agent, the Collateral Agent and the other Secured Parties on such date; (f) [reserved]; and (dg) Fourthsixth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) the preceding sentence of this Section 9.038.02, the Loan Credit Parties shall remain liable liable, jointly and severally, for any deficiency. Section 8.03 [Reserved].

Application of Proceeds. The proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Administrative Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Collateral Administrative Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent or an Arranger in connection therewiththerewith and all amounts for which the Administrative Agent or such Arranger is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties Lenders and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties Lenders in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations obligations hereunder (other than unpaid principal of the Obligations arising Loans and unreimbursed LC Disbursements) and any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Secured Hedging Agreements and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the unpaid principal of the Loans and unreimbursed LC Disbursements and any breakage, termination or other payments under Secured Hedging Agreements and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (e) Fifth, to cash collateralize any undrawn Letters of Credit (to the extent not already cash collateralized); and (f) Sixth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Borrower Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.037.02, the Loan Borrower Parties shall remain liable liable, jointly and severally, for any deficiency. Each Borrower Party acknowledges the relative rights, priorities and agreements of the Administrative Agent, the Arrangers, the Lenders and counterparties to Secured Hedging Agreements, as set forth in this Agreement, including as set forth in this Section 7.02. Notwithstanding the foregoing, amounts received from any Borrower Party that is not an Eligible Contract Participant shall not be applied to any Excluded Swap Obligations owing to Secured Parties that are providers of Secured Hedging Agreements (it being understood, that in the event that any amount is applied to Secured Obligations other than Excluded Swap Obligations as a result of this clause, the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clauses third and fourth above from amounts received from Eligible Contract Participants to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Indebtedness described in clauses third and fourth above by Secured Parties that are providers of Secured Hedging Agreement that are the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Indebtedness pursuant to clauses third and fourth above).

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as follows: (a) First, to the indefeasible payment in full in cash of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization (including compensation to the Collateral Agent, the Administrative Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent or the Administrative Agent in connection therewiththerewith and all amounts for which the Collateral Agent or the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the indefeasible payment in full in cash of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than interest due in respect of the Obligations arising under the Interest Rate Protection Agreements)Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations in respect of the Credit Facilities; (e) Fifth, to the indefeasible payment in full in cash of Secured Obligations of the type specified in clause (b) of the definition of Secured Obligations then due and owing, pro rata; (f) Sixth, to the indefeasible payment in full in cash of the remaining Secured Obligations then due and owing, pro rata; and (g) Seventh, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cg) of this Section 9.038.04, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal premium and other amounts constituting Obligations (other than the principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Swap Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations (including Reimbursement Obligations) and any breakage, termination or other payments under Specified Swap Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.2, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Upon the occurrence and during the continuance of an Event of Default, any proceeds of any Collateral, when received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to Secured Parties in cash or its equivalent, will be applied in reduction of the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums applicable Secured Obligations then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent due and payable as follows: (a) FirstFIRST, to the payment of all reasonable out-of-pocket costs and expenses, expenses (including without limitation reasonable attorneys' fees, commissions and taxes ) of such sale, collection or other realization, including compensation to the Collateral Agent or an applicable Secured Party in connection with enforcing the rights of the applicable Secured Parties under this Security Agreement and its agents and counsel, and all expenses, liabilities and any protective advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in fullan applicable Secured Party; (b) SecondSECOND, to the payment of all other reasonable costs expenses then due and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred payable by the other Secured Parties Obligors under the Documents or otherwise in connection therewithwith the Secured Obligations, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in fullpro rata as set forth below; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) aboveTHIRD, to the indefeasible payment of all indemnity obligations then due and payable by the Obligors under the Documents or otherwise in full in cashconnection with the Secured Obligations, pro ratarata as set forth below; (d) FOURTH, to the payment of (i) interestall fees of the Administrative Agent and (ii) all fees of SunTrust and Toronto Dominion, principal and other amounts constituting Obligations (other than if any, that are in the Obligations arising under the Interest Rate Protection Agreements)nature of administrative agent's fees, in each case equally and ratably in accordance with the respective amounts thereof that are then due and owing payable under the Documents or otherwise in connection with the Secured Obligations, pro rata as set forth below; (e) FIFTH, to the payment of all commitment and other fees and commissions then due and payable under the Documents or otherwise in connection with the Secured Obligations, pro rata as set forth below; (iif) SIXTH, to the payment of all accrued and unpaid interest then due and payable under the Documents or otherwise in connection with the Secured Obligations (including without limitation any accrued and unpaid interest on obligations arising under any Hedging Agreements between any Obligor and any Lender, or any Affiliate of a Lender), pro rata as set forth below; (g) SEVENTH, to the Interest Rate Protection Agreements in accordance with the terms payment of the Interest Rate Protection Agreementsprincipal amount of the Secured Obligations then due and payable and to the cash collateral account described in Section 11.2(b) of the Credit Agreement to the extent of any L/C Obligations then outstanding (including without limitation the termination value or other payment obligations (not constituting interest or fees) arising under any Hedging Agreements between any Obligor and any Lender, or any Affiliate of a Lender), pro rata as set forth below; (h) EIGHTH, to all other obligations which shall have become due and payable under the applicable Documents and not repaid pursuant to clauses "FIRST" through "SEVENTH" above, pro rata as set forth below; and (di) FourthNINTH, to the balancepayment of the surplus, if any, to the person whomever may be lawfully entitled thereto to receive such surplus. In carrying out the foregoing, (including i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the applicable Loan Secured Parties shall receive an amount equal to its pro rata share of amounts available to be applied above (based on the proportion that the then outstanding obligations owed by the Obligors to such Secured Party or its successors or assignsunder the Documents bears to the aggregate outstanding obligations of the Obligors to the applicable Secured Parties under the Documents). In ; and (iii) to the event extent that any amounts available for distribution pursuant to clause "SEVENTH" above are attributable to L/C Obligations then outstanding under the Credit Agreement, such proceeds are insufficient amounts shall be held by the Collateral Agent in a cash collateral account and applied (x) first, to pay in full reimburse the items Issuing Lender and/or the Lenders under the Credit Agreement from time to time for any drawings under Letters of Credit and (y) then, following the expiration of all such L/C Obligations, without duplication, to all other obligations of the types described in clauses clause "SEVENTH" above; provided that the aggregate amount distributable to a Secured Party (aor to its representative on its behalf) through (c) on a given distribution date shall not exceed the aggregate amount of this Section 9.03Secured Obligations which are then due and payable to such Secured Party. Each Obligor irrevocably waives the right to direct the application of such payments and proceeds and acknowledges and agrees that the Collateral Agent shall have the continuing and exclusive right to apply and reapply any and all such payments and proceeds in the Collateral Agent's sole discretion, notwithstanding any entry to the Loan Parties shall remain liable for contrary upon any deficiencyof its books and records.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (including Reimbursement Obligations) (other than the principal and obligations to cash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under Hedging Agreements or Treasury Services Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including obligations to cash collateralize Letters of Credit) and any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, in accordance with the terms of the Loan Documents, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realizationrealization including, including without limitation, compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations obligations arising under the Interest Rate Protection Agreements), Hedging Agreements and the principal amount of Reimbursement Obligations) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations obligations arising under the Interest Rate Protection Hedging Agreements in accordance with the terms of the Interest Rate Protection Hedging Agreements; and; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of Reimbursement Obligations; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The Subject to the terms of any applicable Intercreditor Agreement, the 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 or the Guarantees pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as the case may be, in accordance with the terms of the Loan Documents, of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent Agent, as the case may be, as follows: (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or and unpaid until paid in full; (b) Secondsecond, to the payment of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Thirdthird, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreementsprincipal and any premium thereon), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iid) fourth, to the Obligations arising under the Interest Rate Protection Agreements payment in accordance with the terms full in cash, pro rata, of the Interest Rate Protection Agreementsprincipal amount of the Obligations; and (de) Fourthfifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) the preceding sentences of this Section 9.038.02, the Loan Credit Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable out-of-pocket costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable out-of-pocket costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cashfull, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the and any fees, premiums and scheduled periodic payments due under Swap Agreements or Treasury Services Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the payment in full, pro rata, of principal amount of the Obligations and any premium thereon and any breakage, termination or other payments under Swap Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The From and after the date on which the Agent has taken any action pursuant to this Section 8.2 and until all Obligations of the Loan Parties have been paid in full, any and all proceeds received by the Collateral Agent in respect of from any sale of, collection from or other realization upon all disposition of the Collateral, or any part of the Collateral pursuant to thereof, or the exercise of any other remedy by the Collateral Agent of its remedies Agent, shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent applied as follows: (ai) Firstfirst, to reimburse the Agent and the Banks for out-of-pocket costs, expenses and disbursements, including reasonable attorneys’ and paralegals’ fees and legal expenses, incurred by the Agent or the Banks in connection with realizing on the Collateral or collection of any Obligations of any of the Loan Parties under any of the Loan Documents, including advances made by the Banks or any one of them or the Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral, but excluding Hedging Obligations; (ii) second, to the payment repayment of all reasonable costs Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the other Loan Documents with respect to principal, interest, fees and expenses, feesin such manner as the Agent may determine in its discretion, commissions and taxes of such salebut excluding Hedging Obligations; (iii) third, collection or other realization, including compensation to the Collateral Agent repayment of all Indebtedness then due and its agents unpaid of the Loan Parties to the Banks and counsel, and all expenses, liabilities and advances made or incurred by any Affiliates of the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect Banks under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment any of all other reasonable costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties Loan Documents with respect to Hedging Obligations and their agents and counsel and all costs, liabilities and advances made or incurred by the any other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) Obligations not set forth above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (div) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiencyas required by Law.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) aboveb)above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal, Reimbursement Obligations arising and obligations to cash col-lateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Hedging Agreements or Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, the balance, if any, to the person lawfully entitled thereto indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including the applicable Loan Party Reimbursement Obligations and obligations to cash collateralize Letters of Credit) and any breakage, termination or its successors or assigns). In the event that other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.interest accrued thereon; and

Application of Proceeds. The Subject to the provisions of Section 11.23, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral Collateral, pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by or distributed or paid to the Collateral Agent or the Administrative Agent pursuant to this AgreementAgreement or any other Loan Document (including as a result of any exercise of any right or remedy hereunder or thereunder), promptly by the Collateral Agent as follows: (a) First, to the indefeasible payment in full in cash of all reasonable and documented out-of-pocket costs and expenses, and all fees, commissions and taxes of such sale, collection or other realization, realization (including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and/or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or Collateral Agent are entitled to indemnification pursuant to the provisions of any Loan Document), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the indefeasible payment in full in cash of all other reasonable costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of principal, interest and other amounts constituting Revolving Obligations (iincluding Reimbursement Obligations and obligations to Cash Collateralize Letters of Credit), in each case, equally and ratably in accordance with the respective amounts thereof then due and owing (it being agreed that, for purposes of applying this clause (c), all interest and all other amounts described herein will be deemed payable in accordance with this Agreement regardless of whether such claims are allowed in any proceeding described in Section 8.01(g) interestor (h)); (d) Fourth, principal to the extent proceeds remain after the application pursuant to preceding clauses (a) through (c), to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than the Obligations arising principal), and any fees, premiums, interest and scheduled periodic payments due under the Interest Rate Protection Agreements)Bank Product Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iie) Fifth, to the Obligations arising under extent proceeds remain after the Interest Rate Protection Agreements application pursuant to preceding clauses (a) through (d), to the indefeasible payment in accordance with the terms full in cash, pro rata, of the Interest Rate Protection Agreementsprincipal amount of the Secured Obligations (including principal on any Bank Product Obligations then due and owing); (f) Sixth, to the indefeasible payment in full in cash, pro rata, to any other Secured Obligations then due and owing with any balance to be paid to the Administrative Agent, for the ratable benefit of the Bank Product Providers, as cash collateral; and (dg) FourthSeventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct; provided, that in each case, for the avoidance of doubt, in no event shall the proceeds of any Collateral pledged by a Guarantor or any payment made by a Guarantor be applied to payment of any Excluded Swap Obligations of such Guarantor. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cg) of this Section 9.039.01, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Each Loan Party acknowledges the relative rights, priorities and agreements of the Secured Parties and the First Lien Secured Parties, as set forth in this Agreement and the Intercreditor Agreement, including as set forth in this Section 9.03.

Application of Proceeds. The proceeds received by the Collateral Agent in respect shall apply the proceeds of any collection or sale of, collection from or other realization upon all or any part of the Collateral, as well as any Collateral pursuant to the exercise by the Collateral Agent consisting of its remedies shall be appliedcash, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First: FIRST, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to expenses incurred by the Collateral Agent (in its capacity as such hereunder or under any other Collateral Document) or by the Administrative Agent (in its capacity as such under the Credit Agreement or under any related loan documents) in connection with such collection or sale or otherwise in connection with this Agreement or such other Transaction Documents, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Transaction Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Transaction Document; SECOND, to the payment to the Secured Parties of all costs, expenses, liabilities and advances made or incurred by each of them under the Collateral Agent in connection therewithTransaction Documents to enforce its rights to collect payments for the Obligations owed to it, together with interest on each such amount at including all court costs and the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs fees and expenses of its agents and legal counsel, all advances made by a Secured Party under any other Transaction Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy under any other Transaction Document, and if such saleproceeds are insufficient to repay such amounts in full, collection or other realization, including compensation ratably in proportion to the other Secured Parties and their agents and counsel and all amount of costs, expenses, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) aboveSecured Party; THIRD, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and the other amounts constituting Obligations (other than the Obligations arising under amounts so applied to be distributed among the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements Secured Parties pro rata in accordance with the terms of the Interest Rate Protection AgreementsCollateral Agent Agreement); and (d) Fourth, the balance, if anyand FOURTH, to the person lawfully entitled thereto (including the applicable Loan Party or its Grantors, their successors or assigns), or as a court of competent jurisdiction may otherwise direct. In The Collateral Agent shall have absolute discretion as to the event that time of application of any such proceeds are insufficient proceeds, monies or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to pay in full the items described in clauses (a) through (c) a power of this Section 9.03sale granted by statute or under a judicial proceeding), the Loan Parties receipt of the Collateral Agent or of the officer making the sale shall remain liable 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 any deficiencythe misapplication thereof.

Application of Proceeds. 9.4.1 The proceeds received by the Administrative Agent, the Collateral Agent Agents and/or the Lenders in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Administrative Agent, Collateral Agent Agents and/or the Lenders of its remedies their remedies, and any other funds realized by Administrative Agent, the Collateral Agents and/or the Lenders during the continuance of an Event of Default, shall be applied, subject to the Intercreditor Agreement and Applicable Law, in full or in part, together with any other sums then held by the Administrative Agent, the Collateral Agent Agents and/or the Lenders pursuant to this Agreement, promptly by the Administrative Agent and/or the Collateral Agent Agents, as applicable, as follows: (a) Firstfirst, to the payment of all reasonable costs and expenses, fees, commissions and taxes Taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent Agents and its the Lenders, and their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent, the Collateral Agent Agents and the Lenders in connection therewiththerewith and all amounts for which the Administrative Agent, the Collateral Agents and the Lenders is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the applicable rate at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Secondsecond, to the payment in full in cash of all other reasonable costs amounts owing in respect of interest and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect fees under this Agreement from and after the date such amount is due, owing or unpaid until paid in fullAgreement; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) abovethird, to the indefeasible payment in full in cash, pro rata, of (i) interest, the principal and other amounts constituting Obligations (remaining obligations hereunder and all other than the Obligations arising under the Interest Rate Protection Agreements)Obligations, in each case equally and ratably rateably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreementsowing; and (d) Fourthfourth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party Obligor) or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) as a final and non-appealable judgment of this Section 9.03, the Loan Parties shall remain liable for any deficiencya court of competent jurisdiction may direct.

Application of Proceeds. The From and during the continuance of any Event of Default, any monies or Property (excluding the identifiable proceeds of the New Tranche B Loans) actually received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Administrative Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as followsexercise of any rights or remedies under any Security Instrument or any other agreement with any Credit Party which secures any of the Obligations, shall be applied in the following order: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent in connection therewiththerewith and all other amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewiththerewith to which the Secured Parties are entitled to reimbursement pursuant to the terms of any Loan Documents, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under principal amount of the Interest Rate Protection Agreements)Loans and New Tranche B Loans) and any fees, premiums and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in foregoing clauses (a) through (cd) of this Section 9.037.6, the Loan Credit Parties shall remain liable liable, jointly and severally, for any deficiency. From and during the continuance of any Event of Default, any identifiable proceeds of the New Tranche B Loans actually received by Administrative Agent pursuant to this Agreement or any other Loan Document, the exercise of any rights or remedies under any Security Instrument or any other agreement with any Credit Party which secures any of the Obligations, shall be applied in the following order: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization including compensation to the Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent in connection therewith and all other amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith to which the Secured Parties are entitled to reimbursement pursuant to the terms of any Loan Documents, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) immediately above, to the payment in full in cash, pro rata, of interest and other amounts constituting Tranche B Obligations (other than the principal amount of the New Tranche B Loans) and any fees, premiums and any interest accrued on the New Tranche B Loans, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; (d) Fourth, to the payment in full in cash, pro rata, of principal amount of Tranche B Obligations; (e) Fifth, to the payment in full in cash, pro rata, of interest and other amounts constituting Obligations (other than principal on the Loans) and any fees, premiums and any interest accrued thereon, in each case, equally and ratably in accordance with the respective amount thereof then due and owing; (f) Sixth, to the payment in full in cash, pro rata, of principal amount of the Loans and any premium thereon and any interest accrued thereon; and (g) Seventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in the immediately foregoing clauses (a) through (f) of this Section 7.6, the Credit Parties shall remain liable, jointly and severally, for any deficiency.” (qq) Article 8 of the Credit Agreement is hereby amended by adding “and Requisite Tranche B Lenders” immediately after each reference to “Requisite Lenders” set forth therein.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations (including Reimbursement Obligations) and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon; (e) Fifth, to the indefeasible payment in full in cash, pro rata, of all other Secured Obligations; and (f) Sixth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as follows: (a) First, to the payment in full in cash of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization (including compensation to the Collateral Agent, the Administrative Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent and the Administrative Agent in connection therewiththerewith and all amounts for which the Collateral Agent and the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment in full in cash of all other reasonable costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than in respect of the Obligations arising under the Interest Rate Protection Agreements), Credit Facilities in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and; (d) Fourth, to the payment in full in cash of Secured Obligations of the type specified in clause (b) or (c) of the definition of Secured Obligations then due and owing and the principal amount of the Obligations in respect of the Credit Facilities, pro rata; (e) Fifth, to the payment in full in cash of the remaining Secured Obligations then due and owing, pro rata; and (f) Sixth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cf) of this Section 9.03above, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms of any applicable Intercreditor Agreement, the 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 or the Guarantees pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as the case may be, in accordance with the terms of the Loan Documents, of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent Agent, as the case may be, as follows: (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Secondsecond, to the payment of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Thirdthird, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreementsprincipal), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iid) fourth, to the payment in full in cash, pro rata, of the principal amount of the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreementsand any premium thereon; and (de) Fourthfifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) the preceding sentences of this Section 9.038.02, the Loan Credit Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by Notwithstanding anything to the Collateral Agent contrary contained in respect this Agreement or any other Credit Document, upon the occurrence and during the continuance of an Event of Default and after the acceleration of the principal amount of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as followsLoans hereunder: (a) Firsteach Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by the Administrative Agent, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral Agent or any Issuing Bank from or on behalf of any Credit Party, and, as between each Credit Party on the one hand and its agents the Administrative Agent, the Collateral Agent, each Issuing Bank and counselthe Lenders on the other, the Administrative Agent and each Issuing Bank will have the continuing and exclusive right to apply and to reapply any and all expensespayments received against the Obligations in such manner as the Administrative Agent (or, liabilities as applicable, such Issuing Bank) may deem advisable and advances made or consistent with this Agreement notwithstanding any previous application by Administrative Agent (or, as applicable, such Issuing Bank); and (b) subject to Section 2.15(d), any and all payments received by any Secured Party, including proceeds of Collateral, will be applied: 148797484_8155722702_14 (i) first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to the Administrative Agent or the Collateral Agent with respect to this Agreement, the other Credit Documents or the Collateral, together with interest on each such amount from and after the date such amount is due, owing or unpaid until paid in connection therewithfull; (ii) second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender or Issuing Bank with respect to this Agreement, the other Credit Documents or the Collateral, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (biii) Secondthird, to the payment of all other reasonable costs accrued and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with unpaid interest on each the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in fullamounts); (civ) Thirdfourth, (A) to the principal amount of the Obligations, including, without duplication limitation, with respect to the deposit of amounts applied pursuant cash collateral to clauses secure the existing Letter of Credit Usage and future payment of related fees in compliance with Section 2.4(h), (aB) to any Obligations under any Secured Rate Contract for which the Administrative Agent has received written notice of such Obligations as being outstanding and (bC) aboveto any Obligation under any Bank Product Agreement for which the Administrative Agent has received written notice of such Obligations as being outstanding; (v) fifth, to any other Indebtedness or obligations of any Credit Party owing to the indefeasible payment in full in cashAdministrative Agent, pro ratathe Collateral Agent, of (i) interest, principal and any Lender or any other amounts constituting Obligations (other than the Obligations arising Secured Party under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection AgreementsCredit Documents; and (dvi) Fourth, the balance, if anysixth, to the person Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (x) amounts received will be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (y) each of the Persons entitled to receive a payment in any particular category will receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto (including for such category. Notwithstanding the applicable Loan Party or its successors or assigns)foregoing, no amount received from any Guarantor shall be applied to any Excluded Swap Obligation of such Guarantor. In the event that any such proceeds are insufficient to pay in full the items described in clauses (ab)(i) through (cb)(vi) of this Section 9.038.2, the Loan Credit Parties shall remain liable liable, jointly and severally, for any deficiency.. Notwithstanding the foregoing, Obligations under any Secured Rate Contract and any Bank Product Agreement 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 holders thereof following such acceleration or exercise of remedies and at least three (3) Business Days prior to the application of the proceeds thereof. Each holder of Obligations under any Secured Rate Contract or any Bank Product Agreement 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 9 for itself and its Affiliates as if a “Lender” party hereto. 148797484_8155722702_14

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment in full in cash of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent, the Administrative Agent and its agents their respective agents, trustees and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent and the Administrative Agent in connection therewiththerewith and all other amounts for which the Collateral Agent or the Administrative Agent, as applicable, is entitled to indemnification and/or reimbursement, in each case pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment in full in cash of all other reasonable costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents agents, trustees and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith), in each case pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreementsprincipal), any fees and premiums (including any early prepayment premium due pursuant to Section 2.10(a)(ii)), in each case case, equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations; and (e) Fifth, after the indefeasible payment in full in cash of the items described in clauses (a) through (d) above, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received (a) Unless otherwise required by applicable law, the Collateral Agent in respect shall apply the proceeds of the collection or sale of any sale ofCollateral, collection from or other realization upon all or including any part Collateral consisting of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be appliedcash, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First: [[5336199v.2]] FIRST, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or expenses incurred by the Collateral Agent in connection therewithwith such collection or sale or otherwise in connection with this Agreement or any other Credit Document, together or otherwise in connection with interest any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Credit Document on each such amount behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document at the highest rate then in effect under this Agreement from and after direction or for the date such amount is due, owing or unpaid until paid in full; (b) Secondbenefit of holders of the Obligations; SECOND, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, including compensation Obligations as shall be owed to the other Secured Parties and their agents and counsel Administrative Agent (in such capacity) and all costssuch Obligations for fees, liabilities and advances made indemnification or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication reimbursement of amounts applied pursuant expenses as shall be owed to clauses (a) and (b) aboveany Issuing Bank; THIRD, to the indefeasible payment in full of the other Obligations (other than Miscellaneous Obligations) secured by such Collateral, ratably in cashaccordance with the amounts of such Obligations on the date of such application; FOURTH, pro rata, to the payment in full of (i) interest, principal and other amounts constituting any Miscellaneous Obligations (other than the Miscellaneous Obligations arising under described in clause (c) of the Interest Rate Protection Agreements)definition of Miscellaneous Obligations) secured by such Collateral, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and of such Obligations on the date of such application; FIFTH, to the payment in full of any Miscellaneous Obligations described in clause (iic) of the definition of Miscellaneous Obligations arising under the Interest Rate Protection Agreements secured by such Collateral, ratably in accordance with the terms amounts of such Obligations on the Interest Rate Protection Agreementsdate of such application; and (d) Fourth, the balance, if anySIXTH, to the person lawfully “Collateral Agent” under and as defined in the Second Lien Guarantee and Collateral Agreement for application as provided therein to satisfy obligations secured by Liens on the Collateral created thereunder or under the “Other Security Documents” (as defined therein) that are junior to the Liens created hereunder and under the Other Security Documents; SEVENTH, if the Second Lien Guarantee and Collateral Agreement shall no longer be in effect or if the Collateral Agent shall be advised by the “Collateral Agent” under and as defined in the Second Lien Guarantee and Collateral Agreement that there are no persons entitled thereto under the Second Lien Guarantee and Collateral Agreement to receive such proceeds or cash, to the Junior Collateral Agents (including as such term is defined in the Lien Subordination and Intercreditor Agreement) for application as provided in the Lien Subordination and Intercreditor Agreement; and [[5336199v.2]] EIGHTH, if there shall be no outstanding “Junior Obligations”, as defined in the Lien Subordination and Intercreditor Agreement, or if the Collateral Agent shall be advised by each Junior Collateral Agent (as such term is defined in the Lien Subordination and Intercreditor Agreement) that there are no persons entitled under the documents governing “Junior Obligations”, as defined in the Lien Subordination and Intercreditor Agreement, to receive such proceeds or cash, to the applicable Loan Party or its Grantors, their successors or assigns), or as a court of competent jurisdiction may otherwise direct. In The Collateral Agent shall have absolute discretion as to the event that time of application of any such proceeds are insufficient proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to pay in full the items described in clauses (a) through (c) a power of this Section 9.03sale granted by statute or under a judicial proceeding), the Loan Parties receipt of the Collateral Agent or of the officer making the sale shall remain liable 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 provisions of clause THIRD above, any deficiencyArticle 9 Collateral consisting of cash deposited to collateralize Letter of Credit reimbursement obligations pursuant to the Credit Agreement will be applied first against such reimbursement obligations.

Application of Proceeds. The proceeds received by the (a) Any Proceeds constituting Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held applied by the Collateral Agent pursuant to this Agreementthe Loan Documents upon the occurrence and during the continuation of an Event of Default and in connection with the enforcement, promptly collection or realization in respect of any Collateral by the Collateral Agent as follows: Agent, shall be applied in the following order: (ai) First, to pay incurred and unpaid fees and expenses of the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to Agents under the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; Loan Documents; (bii) Second, to the payment of all other reasonable costs and expenses of such saleCollateral Agent, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred for application by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Thirdit towards payment, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rataduplication, of (ix) all interest, principal breakage costs and other amounts constituting Obligations (other than the Obligations arising fees then due and payable under the Interest Rate Protection Loan Documents and (y) any ordinary course settlement payments and any interest due and payable to any Specified Swap Counterparty under any Secured Swap Agreements), in each case equally and ratably in accordance with pro rata among the respective Secured Parties according to the amounts thereof of such Obligations then due and owing and remaining unpaid to the Secured Parties; (iiiii) Third, to the Obligations arising Collateral Agent, for application by it towards payment, without duplication, of (x) all principal and premium (if any) then due and payable under the Interest Rate Protection Agreements in accordance with Loan Documents and (y) any termination payments payable to any Specified Swap Counterparty under any Secured Swap Agreements, pro rata among the terms Secured Parties according to the amounts of such Obligations then due and owing and remaining unpaid to the Interest Rate Protection Secured Parties; (iv) Fourth, to the Collateral Agent, on a pro rata basis, for application by it towards payment of all other Obligations due and owing and remaining unpaid to the Secured Parties under the Loan Documents and the Secured Swap Agreements; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal) and any fees, premiums and scheduled periodic payments due under Hedging Agreements or Treasury Services Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon and any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds Notwithstanding any other provisions of this Agreement or any other Credit Document to the contrary, following acceleration of the Obligations after the occurrence of an Event of Default, all amounts collected or received by Agent or any Lender on account of the Collateral Agent Obligations (whether in an insolvency or bankruptcy case or proceeding or otherwise) or any other amounts outstanding under any of the Credit Documents or in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent paid over or delivered as follows: (a) First: FIRST, to the payment of all reasonable costs and expensescosts, fees, commissions expenses, and taxes other amounts owing to Agent, pursuant to Section 10.7, in connection with enforcing the rights of such saleAgent and Lenders under the Credit Documents, collection or other realization, including compensation any protective advances made by Agent with respect to the Collateral under or pursuant to the terms of the Credit Documents; SECOND, to payment of any costs, fees or expenses owed to Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect to any Xxxxx Fargo Affiliate hereunder or under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Secondany other Credit Document; THIRD, to the payment of all other reasonable costs and costs, fees, expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties each of Lenders owing hereunder in connection therewith, together with interest on each such amount at enforcing its rights under the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) aboveCredit Documents; FOURTH, to the indefeasible payment in full in cash, pro rata, of all Obligations consisting of accrued fees and interest payable to Lenders hereunder (i) interest, principal and other excluding amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreementsrelating to Bank Products), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourth, the balance, if anyFIFTH, to the person lawfully entitled payment of the outstanding principal amount of the Obligations (excluding amounts relating to Bank Products); SIXTH to the payment of all liabilities and obligations now or hereafter arising from or in connection with respect to any Bank Products, any fees, premiums and scheduled periodic payments due with respect thereto (including the applicable Loan Party or its successors or assigns). In the event that and any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.interest accrued thereon;

Application of Proceeds. The Subject to the terms of any applicable Intercreditor Agreement, if applicable, the 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 or the Guarantees pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as the case may be, in accordance with the terms of the Loan Documents, of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent Agent, as the case may be, as follows: (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or and unpaid until paid in full; (b) Secondsecond, to the payment of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Thirdthird, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal, any premium thereon, Reimbursement Obligations arising under the Interest Rate Protection Agreementsand obligations to cash-collateralize Letters of Credit), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iid) fourth, to the payment in full in cash, pro rata, of the principal amount of the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms and any premium thereon (including Reimbursement Obligations and obligations to cash-collateralize Letters of the Interest Rate Protection AgreementsCredit); and (de) Fourthfifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) the preceding sentences of this Section 9.038.02, the Loan Credit Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The All Distributions held from time to time by Agent in accordance with the terms of this Agreement and all proceeds received by the Collateral Agent in respect of any sale of, collection from from, or other realization upon all or any part of the Pledged Collateral pursuant to the exercise by the Collateral Agent of its remedies as a secured creditor as provided in Section 10 hereof shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First: FIRST, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including including, without limitation, compensation to the Collateral Agent and its agents and the reasonable fees and expenses of its counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this the Loan Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second; SECOND, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, including including, without limitation, compensation to the other Secured Parties Lenders and their agents and the reasonable fees and expenses of their counsel and all costs, liabilities and advances indebtedness made or incurred by the other Secured Parties Lenders in connection therewith, together with interest on each such amount at the highest rate then in effect under this the Loan Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above; UTI - PLEDGE AGREEMENT 11 THIRD, to the indefeasible payment in full in cash, pro rata, cash of (i) interest, principal interest and other all amounts constituting Obligations (other than the Obligations arising principal under the Interest Rate Protection Agreements), Loan Agreement at any time and from time to time owing by any Pledgor under or in each case equally and ratably in accordance connection with the respective Loan Agreement, ratably according to the unpaid amounts thereof then thereof, without preference or priority of any kind among amounts so due and owing and (ii) payable, together with interest on each such amount at the Obligations arising highest rate then in effect under the Interest Rate Protection Agreements Loan Agreement from and after the date such amount is due, owing or unpaid until paid in accordance full; FOURTH, to the indefeasible payment in full in cash of principal at any time and from time to time owing by the Pledgors under or in connection with the terms Loan Agreement, ratably according to the unpaid amounts thereof, without preference or priority of any kind, among amounts so due and payable, together with interest on each such amount at the Interest Rate Protection Agreementshighest rate then in effect under the Loan Agreement from and after the date such amount is due, owing or unpaid until paid in full; and (d) Fourthand FIFTH, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party Pledgor or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreements, the proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Administrative Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Administrative Agent pursuant to this AgreementAgreement and the other Loan Documents, promptly by the Collateral Administrative Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent in connection therewiththerewith and all amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (iA) interest, principal interest and other amounts constituting Obligations (other than principal, Reimbursement Obligations and obligations to cash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under Hedging Agreements, but excluding the Last-Out Portion, and/or Treasury Services Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing owing; and (iiB) principal amount of the Obligations arising under the Interest Rate Protection Agreements and any premium thereon, including Reimbursement Obligations and obligations to cash collateralize Letters of Credit in accordance with the terms of procedures set forth in Section 2.18(i), and any breakage, termination or other payments under Hedging Agreements, but excluding the Interest Rate Protection Agreements; andLast-Out Portion, and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; (d) Fourth, to the to the payment in full in cash, pro rata (A) of interest and any fees, premiums and scheduled periodic payments due under Hedging Agreements; and (B) of principal amount and any premium thereon and any breakage, termination or other payments under Hedging Agreements, in the case of clauses (A) and (B), constituting the Last-Out Portion; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cd) of this Section 9.038.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Administrative Agent of its remedies or otherwise shall be applied, in full or in part, together with any other sums then held by the Collateral Administrative Agent pursuant to this Obligations that are not Excess First Lien Obligations (as defined in the Intercreditor Agreement) and to Obligations that are Excess First Lien Obligations, promptly by in each case, in accordance with Section 4.1 of the Collateral Agent Intercreditor Agreement and as follows: (a) Firstfirst, to the payment or reimbursement of the Administrative Agent for all reasonable costs and costs, expenses, fees, commissions disbursements and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or losses incurred by the Collateral Administrative Agent in connection therewithand which any Loan Party is required to pay or reimburse pursuant to the Loan Documents, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Secondsecond, to the payment or reimbursement of all other reasonable costs the Lenders and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and each Qualifying Derivative Contract Counterparty for all costs, liabilities expenses, disbursements and advances made or losses incurred by such Persons and which any Loan Party is required to pay or reimburse pursuant to the other Secured Parties in connection therewithLoan Documents, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) abovethird, to the indefeasible payment in full in cashof interest on the Loans which is then due; (d) fourth, pro rata, to the payment of (i) interest, principal and other amounts constituting Obligations (other than of the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof Loans which is then due and owing to the payment or prepayment to the Lenders and (ii) the each Qualifying Derivative Contract Counterparty of all other Obligations arising under the Interest Rate Protection Agreements in accordance with the terms and to Cash Collateralize Letters of the Interest Rate Protection AgreementsCredit; and (de) Fourth, the balance, if anyfifth, to the person lawfully whomsoever shall be legally entitled thereto (including the applicable Loan Party or its successors or assigns)thereto. In the event that any such proceeds are insufficient to pay in full the items described in clauses any clause (a) through (ce) of this Section 9.039.3, the available proceeds for such items in such clause shall be applied ratably to the unpaid items in such clause and the Loan Parties shall remain liable in accordance with the Loan Documents for any deficiency. Each Loan Party acknowledges the relative rights, priorities and agreements of the Administrative Agent, the Lenders and the Qualifying Derivative Contract Counterparty, as set forth in this Agreement, including as set forth in this Section 9.3.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) a. First, to the payment of all reasonable out-of-pocket costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) b. Second, to the payment of all other reasonable out-of-pocket costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) c. Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal, Reimbursement Obligations arising and obligations to Cash Collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Hedging Agreements or Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) owing; d. Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations arising and any premium thereon (including Reimbursement Obligations and obligations to Cash Collateralize Letters of Credit) and any breakage, termination or other payments under the Interest Rate Protection Hedging Agreements in accordance with the terms of the Interest Rate Protection Agreementsand Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (d) Fourthe. Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Secured Obligations otherwise set forth above in this Section 8.02.

Application of Proceeds. The proceeds Notwithstanding any other provisions set forth herein, from and during the continuance of any Event of Default, any monies or Property actually received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent Secured Party pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as followsexercise of any rights or remedies under any Security Instrument or any other agreement with any Credit Party which secures any of the Obligations, shall be applied in the following order: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent in connection therewiththerewith and all other amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewiththerewith to which the Secured Parties are entitled to reimbursement pursuant to the terms of any Loan Documents, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements)principal) and any fees, premiums and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations; and (e) Fifth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cd) of this Section 9.037.6, the Loan Credit Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations (including Reimbursement Obligations) and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Each Loan Party acknowledges the relative rights, priorities and agreements of the First Lien Secured Parties and the Second Lien Secured Parties, as set forth in the Intercreditor Agreement and this Agreement, including as set forth in this Section 8.02.

Application of Proceeds. The (a) Except as expressly provided elsewhere in this Agreement and subject to the terms of the Intercreditor Agreement, all proceeds received by the Collateral Agent in respect of any sale ofsale, any collection from from, or other realization upon all or any part of of, the Collateral pursuant to the exercise shall be applied in full or in part by the Collateral Agent against the Secured Obligations in the following order of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as followspriority: (aI) Firstfirst, to the payment of all reasonable costs and expenses, fees, commissions and taxes expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together and all amounts for which the Collateral Agent is entitled to indemnification hereunder (in its capacity as the Collateral Agent and not as a Lender) and all advances made by the Collateral Agent hereunder for the account of the applicable Grantor, and to the payment of all costs and expenses paid or incurred by the Collateral Agent in connection with interest on each such amount at the highest rate then exercise of any right or remedy hereunder or under the Credit Agreement, all in effect under this Agreement from and after accordance with the date such amount is due, owing terms hereof or unpaid until paid in fullthereof; (bII) Secondsecond, to the extent of any excess of such proceeds, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, including compensation amounts owing to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties Administrative Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in fullits capacity as such; (cIII) Third, without duplication of amounts applied pursuant to clauses (a) and (b) abovethird, to the indefeasible extent of any excess of such proceeds, to the payment of all amounts owing to any Issuing Lender in full in cashits capacity as such; (IV) fourth, pro ratato the extent of any excess of such proceeds, to the payment of (i) interest, principal and other amounts constituting the outstanding Primary Obligations to the Secured Parties (other than the Secured Hedging Creditors and the Secured Cash Management Creditors) as provided in Section 8.1(e) hereof, with each such Secured Party receiving an amount equal to its outstanding Primary Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourth, the balanceor, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the items described amount remaining to be distributed; (V) fifth, to the extent of any excess of such proceeds, to the payment of the outstanding Secondary Obligations to the Secured Parties (other than the Secured Hedging Creditors and the Secured Cash Management Creditors) as provided in clauses Section 8.1(e) hereof, with each such Secured Party receiving an amount equal to its outstanding Secondary Obligations which are Credit Document Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the amount remaining to be distributed; (aVI) through sixth, to the extent of any excess of such proceeds, to the payment of the outstanding Primary Obligations which are Secured Cash Management Obligations and Secured Hedging Obligations to the Secured Parties which are Secured Hedging Creditors or Secured Cash Management Creditors as provided in Section 8.1(e) hereof, with each such Secured Party receiving an amount equal to its outstanding Primary Obligations which are Secured Cash Management Obligations and Secured Hedging Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; (cVII) seventh, to the extent of any excess of such proceeds, to the payment of the outstanding Secondary Obligations which are Secured Cash Management Obligations and Secured Hedging Obligations shall be paid to the Secured Parties which are Secured Hedging Creditors or Secured Cash Management Creditors as provided in Section 8.1(e) hereof, with each such Secured Party receiving an amount equal to its outstanding Secondary Obligations which are Secured Cash Management Obligations and Secured Hedging Obligations or, if the proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the amount remaining to be distributed; and (VIII) eighth, to the extent of any excess of such proceeds, to the relevant Grantor or to whomever may be lawfully entitled to receive such surplus (including to the holders of the “Parity Lien Obligations” as provided in the Intercreditor Agreement ). (b) For purposes of this Section 9.03Agreement: (i) “Pro Rata Share” shall mean, when calculating a Secured Party 's portion of any distribution or amount, that amount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount of such Secured Party 's Primary Obligations or Secondary Obligations, as the case may be, and the denominator of which is the then outstanding amount of all Primary Obligations or Secondary Obligations, as the case may be, of the relevant Secured Parties; (ii) “Primary Obligations” shall mean (x) in the case of the Credit Agreement, all principal of, premium, fees and interest on, all Loans, all Unpaid Drawings (and all interest thereon), the Loan Parties Stated Amount of all outstanding Letters of Credit and all Fees, (y) in the case of the Secured Hedging Obligations, all amounts due to a Secured Hedging Creditor under each Secured Hedging Agreement (other than indemnities. fees (including, without limitation, reasonable attorneys’ fees) and similar obligations and liabilities) and (z) in the case of Secured Cash Management Obligations, all amounts due under each Secured Cash Management Agreement with a Secured Cash Management Creditor (other than indemnities, fees (including, without limitation, reasonable attorneys’ fees) and similar obligations and liabilities); and (iii) “Secondary Obligations” shall remain liable for any deficiencymean all Secured Obligations other than Primary Obligations.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realizationrealization including, including without limitation, compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection AgreementsHedging Obligations), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Hedging Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreementsthereof; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cd) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The proceeds Distributions of principal and interest to the Participants with respect to the Participation shall be payable only out of Payments received after the Participation Effective Date. Solely as among the Participants, the Agent and the Lender Parties, and without conferring any benefit or rights to any Company or any other Person, the Payments shall be applied by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by Obligations promptly after its receipt thereof in the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as followsfollowing order: (ai) FirstFIRST, to the payment of all reasonable Agent, for its own account solely in its capacity as Agent, in an amount equal to the amounts owing to the Agent under the Financing Agreement and the other Loan Documents for outstanding fees, costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation until reduced to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in fullzero; (bii) SecondSECOND, to the payment of all other reasonable costs and expenses of such saleIssuing Bank, collection or other realizationfor its own account solely in its capacity as the Issuing Bank, including compensation in an amount equal to the other Secured Parties amounts owing to the Issuing Bank under the Financing Agreement and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewithLoan Documents, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in fullreduced to zero; (ciii) ThirdTHIRD, without duplication to each Lender Party, for its own account, in an amount equal to any indemnity obligation owing to such Lender Party by a Company in connection with the Financing Agreement or any other Loan Document, until reduced to zero; (iv) FOURTH, to each Lender Party, for its own account, in an amount equal to any fees, charges, expenses or other Obligations owing to such Lender Party under the Financing Agreement or any other Loan Document (and not constituting principal, Line of amounts applied pursuant Credit Fees, Letter of Credit Fees or accrued interest payable under the interest provisions of the Financing Agreement), until reduced to clauses zero; (av) FIFTH, to each Lender Party, for its own account, in an amount equal to any Line of Credit Fees, Letter of Credit Fees or accrued interest payable under the interest provisions of the Financing Agreement and owing to such Lender Party, until reduced to zero; (bvi) aboveSIXTH, to each Lender Party, for its own account, in an amount equal to the Outstanding Credit Exposure owing to such Lender Party, until reduced to zero; (vii) SEVENTH, to the indefeasible payment Participants, for their own account, in full in cash, pro rata, of (i) interest, principal an amount equal to any fees and other amounts constituting Obligations (other than the Obligations arising accrued interest payable under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with interest provisions of the respective amounts thereof then due Financing Agreement and owing and (ii) to the Obligations arising Participants under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreementsthis Agreement, until reduced to zero; and (dviii) Fourth, the balance, if anyEIGHTH, to the person lawfully entitled thereto (including Participants, for their own account, in an amount equal to the applicable Loan Participation owing to the Participants, until reduced to zero. Each determination by the Agent or any Lender Party of the amounts payable under this SECTION 5 shall be conclusive and binding for all purposes, absent manifest error or its successors or assigns)bad faith. In Payments to be made to the event that any such proceeds are insufficient to pay Participants under this SECTION 5 shall be made in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiencyaccordance with SECTION 26.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, to the Administrative Agent for the account of the Issuing Banks, to Cash Collateralize that portion of the LC Exposure comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 2.20; (d) Fourth, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal and Reimbursement Obligations), and any fees, premiums and scheduled periodic payments due under Secured Hedging Agreements or Secured Cash Management Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iie) Fifth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations arising (including Reimbursement Obligations) and any breakage, termination or other payments under the Interest Rate Protection Secured Hedging Agreements in accordance with the terms of the Interest Rate Protection Agreementsor Secured Cash Management Agreements constituting Secured Obligations and any interest accrued thereon; and (df) FourthSixth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Each Loan Party acknowledges the relative rights, priorities and agreements of the Secured Parties, as set forth in this Agreement, including as set forth in this Section 8.03. Notwithstanding the foregoing, amounts received from the Borrower or any Guarantor that is not an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder shall not be applied to the Indebtedness that is comprised of Excluded Swap Obligations (it being understood, that in the event that any amount is applied to Indebtedness other than Excluded Swap Obligations as a result of this clause, the Collateral Agent shall make such adjustments as it determines are appropriate to distributions pursuant to this Section 8.03 from amounts received from “eligible contract participants” under the Commodity Exchange Act or any regulations promulgated thereunder to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Indebtedness described in this Section 8.03 by the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Indebtedness pursuant to this Section 8.03).

Application of Proceeds. The Subject to the terms of any applicable Intercreditor Agreement, the 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 or the Guarantees pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as the case may be, in accordance with the terms of the Loan Documents, of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent Agent, as the case may be, as follows: (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or and unpaid until paid in full; (b) Secondsecond, to the payment of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or and unpaid until paid in full; (c) Thirdthird, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreementsprincipal and any premium thereon), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iid) fourth, to the payment in full in cash, pro rata, of the principal amount of the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreementsand any premium thereon; and (de) Fourthfifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) the preceding sentences of this Section 9.038.02, the Loan Credit Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Following an Event of Default, subject to the terms of each Acceptable Intercreditor Agreement then extant, the proceeds received by either 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 Collateral, whether pursuant to the exercise by the Administrative Agent or the Collateral Agent of its remedies or otherwise (including any payments received with respect to adequate protection payments or other distributions relating to the Obligations during the pendency of any reorganization or insolvency proceeding) shall be applied, in full or in part, together with any other sums then held by the Administrative Agent and the Collateral Agent pursuant to this AgreementAgreement and the other Credit Documents, promptly by the Administrative Agent or the Collateral Agent as follows: (ai) Firstfirst, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent and the Collateral Agent and its their agents and counsel, and all expenses, liabilities and advances made or incurred by such Agents in connection therewith and all amounts (including any fees, indemnities, expenses and other amounts incurred in connection with enforcing the rights of the Secured Parties under the Credit Documents) for which the Administrative Agent and the Collateral Agent in connection therewithAgent, as applicable, are entitled to indemnification pursuant to the provisions of any Credit Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (bii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Thirdsecond, without duplication of amounts applied pursuant to clauses clause (a) and (bi) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than principal and obligations of the type described in clause (b) in the definition of “Obligations”) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iiiii) third, to the payment in full in cash, pro rata, of principal amount of the Obligations arising and any breakage, termination or other payments under the Interest Rate Protection Hedging Agreements in accordance with the terms of the Interest Rate Protection Agreementsconstituting Secured Obligations and any interest accrued thereon; and (div) Fourthfourth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (ai) through (civ) of this Section 9.0310.02, the Loan Credit Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal and Reimbursement Obligations) and any fees, premiums and scheduled periodic payments due under Hedging Agreements or Treasury Services Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including Reimbursement Obligations) and any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.038.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal and LC Reimbursement Obligations) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations (including LC Reimbursement Obligations); and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms of any applicable Intercreditor Agreement, if applicable, the 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 or the Guarantees pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as the case may be, in accordance with the terms of the Loan Documents, of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent Agent, as the case may be, as follows: : (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewith and all amounts for which the Administrative Agent or the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing and unpaid until paid in full; (b) second, to the payment of all other reasonable and documented costs and expenses of such sale, collection or other realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; ; (c) Thirdthird, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal, any premium thereon, Reimbursement Obligations arising under the Interest Rate Protection Agreementsand obligations to cash-collateralize Letters of Credit), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreementsowing; and (d) Fourth, the balance, if anyfourth, to the person lawfully entitled thereto payment in full in cash, pro rata, of the principal amount of the Obligations and any premium thereon (including the applicable Loan Party or its successors or assignsReimbursement Obligations and obligations to cash-collateralize Letters of Credit). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.; and 172 US-DOCS\133960081.2

Application of Proceeds. The proceeds (a) Subject to clauses (b) and (c) below, any amount received by the Collateral Agent in respect of any sale ofAdministrative Agent, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by Trustee or the Collateral Agent from any Credit Party (or from proceeds of its remedies any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied in accordance with the Collateral Trust Agreement and any other applicable intercreditor agreement. (b) In the event that either (x) the Collateral Trust Agreement or any applicable intercreditor agreement directs the application with respect to any Collateral be made with reference to this Agreement or the other Credit Documents or (y) the Collateral Trust Agreement has been terminated and no intercreditor agreement is then in effect, any amount received by the Administrative Agent, the Collateral Trustee or the Collateral Agent from any Credit Party (or from proceeds of any Collateral) (and all amounts deposited therein or credited thereto), in each case, following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (ai) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, Collateral Agent and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent and Collateral Agent is entitled to indemnification pursuant to the provisions of any Credit Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (bii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (ciii) Third, without duplication of amounts applied pursuant to clauses (ai) and (bii) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements)Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (div) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay payment in full in cash, pro rata, of principal amount of the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for Obligations and any deficiency.premium thereon; and

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment payment, pro rata, of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other applicable Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other applicable Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting applicable Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the applicable Obligations; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.03, the applicable Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Each Loan Party acknowledges the relative rights, priorities and agreements of the Secured Parties and the First Lien Secured Parties, as set forth in this Agreement and the Intercreditor Agreement, including as set forth in this Section 9.03.

Application of Proceeds. The Subject to the terms of any applicable Intercreditor Agreement, the 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 or the Guarantees pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as the case may be, in accordance with the terms of the Loan Documents, of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent Agent, as the case may be, as follows: (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or and unpaid until paid in full; (b) Secondsecond, to the payment of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or and unpaid until paid in full; (c) Thirdthird, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal and any premium thereon, Reimbursement Obligations arising and obligations to cash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Cash Management Agreements and Hedging Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iid) fourth, to the payment in full in cash, pro rata, of the principal amount of the Obligations arising and any premium thereon (including Reimbursement Obligations and obligations to cash collateralize Letters of Credit) and any breakage, termination or other payments under the Interest Rate Protection Cash Management Agreements in accordance with the terms of the Interest Rate Protection Agreementsand Hedging Agreements constituting Secured Obligations and any interest accrued thereon; and (de) Fourthfifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in the preceding sentences of this Section 8.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. For the avoidance of doubt, notwithstanding any other provision of any Loan Document, no amount received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations, and Obligations arising under Secured Cash Management Agreements and Secured Hedging Agreements shall be excluded from the application described above in clauses (a) through (ce) of the first sentence of this Section 9.038.02 if the Administrative Agent has not received written notice thereof, together with such supporting documentation from the Loan Parties shall remain liable applicable Cash Management Bank or Hedge Bank, as the case may be, as may be reasonably necessary to determine the amount of the Obligations owed thereunder. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article IX hereof for any deficiencyitself and its Affiliates as if a “Lender” party hereto and be deemed to be (and agrees to be) subject to the provisions in Sections 10.09, 10.10 and 10.12 as a party hereto.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all reasonable expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Credit Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties Creditors and their agents and counsel and all reasonable costs, liabilities and advances made or incurred by the other Secured Parties Creditors in connection therewith, in each case, equally and ratably in accordance with the respective amounts thereof then due and owing, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party Obligor or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.0312.03, the Loan Parties Obligors shall remain liable liable, jointly and severally, for any deficiency.