Common use of Order of Application Clause in Contracts

Order of Application. (a) If no Default or Potential Default exists, payments, and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers.

Order of Application. (a) If no Default Except as set forth in the Security Documents with respect to any enforcement or Potential Default existscollection action or any other exercise of remedies thereunder, all payments, permitted prepayments and mandatory prepayments of the Obligation required hereunder shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debtas specified in this Agreement, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default existsif not specified, any payment or prepayment (including proceeds from the exercise of any Rights) such payments shall be applied to the Obligation in the following order: applied: (i) to the first, towards payment of all fees, expenses, collection costs and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with other charges under the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) Documents for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause reimbursed; (ii)) second, a “ratable payment” for any Lender shall betoward payment of interest (including interest at the Default Rate) then due to Lenders, on any date of determination, that pro rata in proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment amount of accrued and unpaid interest on owed to each Lender, until all such interest has been paid in full; (iii) third, towards payment of the Principal Debt and L/C Fees (as used Debt, pro rata in this clause (iii), “ratable payment” means, for any Lender, on any date proportion to the amount of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on each Lender, until the Principal Debt owed to all Lenders); has been paid in full; (iv) to the ratable fourth, toward payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the each other Obligation, if any, until each such other Obligation has been Paid in the order set forth above. Subject Full; and (v) finally, to pay to Borrowers, or as a court of competent jurisdiction may direct, any remaining amounts. (b) Unless otherwise agreed to by Lenders, (i) any payment, repayment, permitted prepayment and mandatory prepayment under or with respect to the provisions Loans shall be applied to the applicable Notes and each other Obligation of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance proportion to the Percentage Interests of the Lenders, and (ii) any repayment or prepayment under or with respect to the Loans shall be applied to reduce the Borrowers’ applicable Term Loan Principal Debt repayment obligations in the reverse order of maturity, beginning with the Agreement and Term Loan Principal Debt due at the related Loan PapersMaturity Date.

Order of Application. (a) If no Default Subject to the rights of any creditor with prior security or Potential Default existspreferential claims, payments, and prepayments the proceeds of enforcement of the Obligation security conferred by the Combined Security Documents shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then paid to the remaining Obligation Security Agent. Those proceeds and all other amounts paid to the Security Agent under this Deed shall, subject to the provisions of Clauses 11.4 (Control of Collateral Account) and 11.5 (Application of Moneys Distributable to the Note Trustee), be applied in the order following order: First in payment of all costs, expenses and manner liabilities (and all interest thereon as Borrower may directprovided in the Senior Finance Documents) reasonably incurred by or on behalf of the Security Agent and any receiver, attorney or agent in connection with carrying out its duties and exercising its powers and discretions under the Combined Security Documents or this Deed and the remuneration of the Security Agent and every receiver under the Combined Security Documents and all amounts payable under Clause 25.9(a) (Indemnity to Security Agent); Second in payment of all costs and expenses reasonably incurred by or on behalf of any Secured Party in connection with such enforcement; Third in payment to the Senior Agent for application towards the unpaid balance of the Senior Secured Debt and the Hedging Debt and in payment to the Note Trustee for application towards the unpaid balance of the 2025 Obligations, equally, rateably and pari passu between themselves provided that only the proceeds of enforcement of the Security Documents relating to the Restricted Debt will be applied towards the unpaid balance of the Restricted Debt; and provided further that all payments made to the Note Trustee to the extent reasonably possible shall be made in U.S. Dollars with any non-U.S. Dollars amounts being converted to U.S. Dollars by the Security Agent, at the Exchange Rate, with the cost of such conversion being netted against payments made to the Note Trustee; Fourth the payment of the surplus (if any) to the Obligor concerned or other person entitled thereto. (b) If a Default No such proceeds or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) amounts shall be applied to the Obligation in the following order: (i) to the payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed any amounts specified in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to sub-paragraphs in paragraph (a) above until all Lenders on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used amounts specified in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has earlier sub-paragraph have been indefeasibly paid in full, . (c) An acknowledgement of receipt signed by the relevant person to Borrower or as otherwise required by Law. Subject whom payments are to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause be made under paragraph (va) above shall be applied to satisfy drawings under such L/Cs a good discharge of the Security Agent. (d) The term “unpaid” as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expiredused in paragraph (a) above refers, such remaining amount shall be applied with respect to the relevant Obligor or Obligors, to all amounts of the relevant Senior Debt, Hedging Debt and 2025 Obligations (other Obligationthan contingent indemnification and other contingent obligations as to which the applicable grantor has not received a notice of claim) outstanding as of a Distribution Date (provided that for the purpose of this provision, if anythe amount of the Senior Debt then outstanding shall include the undrawn face amount of, in the order set forth above. Subject and any unreimbursed drawings under, any Documentary Credit), to the provisions of Section 14 and provided extent that Administrative Agent shall prior distributions have not been made in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papersrespect thereof.

Order of Application. (a) If no Default So long as the Discharge of Priority Lien Obligations has not occurred, whether or Potential Default existsnot any insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor, paymentsany Collateral or any proceeds thereof received in connection with any Enforcement Action or other exercise of remedies by any Priority Lien Representative, and prepayments of the Obligation any Priority Lien Collateral Agent or any Priority Lien Secured Party shall be applied first by the Priority Lien Collateral Agent or the Priority Lien Representative, as applicable, to fees then duethe Priority Lien Obligations in such order as specified in the relevant Priority Lien Documents; provided that any non-cash Collateral or non-cash proceeds may be held by the applicable Priority Lien Collateral Agent, second in its discretion, as Collateral. Upon the Discharge of Priority Lien Obligations, each Priority Lien Collateral Agent shall (x) unless the Discharge of Parity Lien Obligations has already occurred, deliver any proceeds of Collateral held by it to accrued interest then due the Collateral Agent, to be applied by the Collateral Agent and payable on the Principal DebtTrustee, as applicable, to the Parity Lien Obligations in such order as specified in the Note Documents, (y) if the Discharge of Parity Lien Obligations has already occurred, apply such proceeds of Collateral to any Excess Priority Lien Obligations in such order as specified in the relevant Priority Lien Documents, and then (z) if there are no Excess Priority Lien Obligations, deliver such proceeds of Collateral to ION, its successors or assigns, or to whomever may be lawfully entitled to receive the same. Without limiting the obligations of the Parity Lien Secured Parties under the next paragraph, after the Discharge of Priority Lien Obligations has occurred, upon the Discharge of Parity Lien Obligations, the Collateral Agent shall deliver any proceeds of Collateral held by it, (x) if there are any Excess Priority Lien Obligations, to the remaining Obligation Priority Lien Collateral Agent, for application by the Priority Lien Collateral Agent to the Excess Priority Lien Obligations in such order as specified in the order relevant Priority Lien Documents until the payment in full in cash of all Excess Priority Lien Obligations, and manner (y) if there are no such Excess Priority Lien Obligations, to ION or to whomever may be lawfully entitled to receive the same. So long as Borrower may direct. (b) If a Default the Discharge of Priority Lien Obligations has not occurred, whether or Potential Default existsnot any insolvency or liquidation proceeding has been commenced by or against ION or any Guarantor, any payment Collateral or prepayment (including any proceeds from thereof received by the Trustee, Collateral Agent or any other Parity Secured Party in connection with any Enforcement Action or other exercise of any Rights) right or remedy relating to the Collateral in contravention of the Intercreditor Agreement in all cases shall be applied segregated and held in trust and forthwith paid over to the Obligation in the following order: (i) to the payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Priority Lien Collateral Agent for the account benefit of the applicable L/C IssuerPriority Lien Secured Parties in the same form as received, to Cash Collateralize that portion with any necessary endorsements or as a court of L/C Exposure comprised competent jurisdiction may otherwise direct. So long as the Discharge of Priority Lien Obligations has not occurred, if the Trustee, the Collateral Agent or any other Parity Lien Secured Party shall receive Collateral or any distribution of money or other property in respect of the aggregate undrawn amount of L/Cs; Collateral (viincluding any assets or proceeds subject to Liens that have been avoided or otherwise invalidated) such money or other property shall be segregated and held in trust and forthwith paid over to the payment Priority Lien Collateral Agent for the benefit of the remaining Obligation Priority Lien Secured Parties in the order and manner Required Lenders deem appropriate; and (vii) same form as received, with any necessary endorsements. Any Lien received by the balanceTrustee, if any, after all the Collateral Agent or any other Parity Lien Secured Party in respect of any of the Obligation has been indefeasibly paid Parity Lien Obligations in full, to Borrower any insolvency or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above liquidation proceeding shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied subject to the other Obligation, if any, in terms of the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan PapersIntercreditor Agreement.

Order of Application. (a) If no Default The Collateral Trust Agreement will provide that if any Collateral is sold or Potential Default existsotherwise realized upon by the Collateral Trustee in connection with any collection, paymentssale, and prepayments foreclosure or other enforcement of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then Liens granted to the remaining Obligation Collateral Trustee in the order Security Documents, the proceeds received by the Collateral Trustee from such collection, sale, foreclosure or other enforcement and manner as Borrower may direct. (b) If a Default the proceeds received by the Collateral Trustee or Potential Default exists, any payment Priority Lien Secured Party or prepayment (including proceeds from the exercise Junior Lien Secured Party of any Rights) shall insurance policy maintained by any Grantor relating to any loss or other insurable event with respect to any Collateral will be applied to distributed by the Obligation Collateral Trustee in the following orderorder of application: (i) FIRST, to the payment of all amounts payable under the Collateral Trust Agreement on account of the Collateral Trustee’s fees and any reasonable legal fees, expensescosts and expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security Document (including, but not limited to, indemnification obligations that are then due and payable to the Collateral Trustee or any co-trustee or agent of the Collateral Trustee); SECOND, to the respective Priority Lien Representatives on a pro rata basis for each Series of Priority Lien Debt that are secured by such Collateral for application to the payment of all such outstanding Priority Lien Debt and any other such Priority Lien Obligations that are then due and payable and so secured (for application in such order as may be provided in the Priority Lien Documents applicable to the respective Priority Lien Obligations) in an amount sufficient to pay in full in cash all outstanding Priority Lien Debt and all other Priority Lien Obligations that are then due and payable and so secured (including all interest and fees accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding); THIRD, to the respective Junior Lien Representatives on a pro rata basis for each Series of Junior Lien Debt that are secured by such Collateral for application to the payment of all outstanding Junior Lien Debt and any other Junior Lien Obligations that are so secured and then due and payable (for application in such order as may be provided in the Junior Lien Documents applicable to the respective Junior Lien Obligations) in an amount sufficient to pay in full in cash all outstanding Junior Lien Debt and all other Junior Lien Obligations that are then due and payable and so secured (including, to the extent legally permitted, all interest and fees accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Junior Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and indemnities including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for which Administrative Agent release of Liens under the terms of the applicable Junior Lien Document) of all outstanding letters of credit, if any, constituting Junior Lien Debt); and FOURTH, any surplus remaining after the payment in full in cash of amounts described in the preceding clauses will be paid to the Issuers or the applicable Grantor, as the case may be, its successors or assigns, or to such other Persons as may be entitled to such amounts under applicable law or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, if any Series of Secured Debt has released its Lien on any Collateral as set forth in the Collateral Trust Agreement, then such Series of Secured Debt and any related Secured Obligations of that Series thereafter shall not be entitled to share in the proceeds of any Collateral so released by that Series. If any Junior Collateral Trustee, the Junior Lien Representative or any Junior Lien Secured Party collects or receives on account of any Junior Lien Obligations any proceeds of any foreclosure, collection or other enforcement, proceeds of any insurance maintained by any Grantor relating to any loss or other insurable event with respect to any Collateral and any proceeds of any assets that were subject to Priority Liens that have been paid avoided or reimbursed otherwise invalidated that should have been applied to the payment of the Priority Lien Obligations in accordance with the Loan Papers; (ii) immediately preceding paragraph, whether after the commencement of an Insolvency or Liquidation Proceeding or otherwise, such Junior Lien Representative or such Junior Lien Secured Party, as the case may be, will forthwith deliver the same to the ratable payment of all feesPriority Collateral Trustee, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C IssuerPriority Lien Secured Parties, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement provisions set forth in the immediately preceding paragraph. Until so delivered, such proceeds shall be segregated and will be held by that Junior Lien Representative or that Junior Lien Secured Party, as the case may be, for the benefit of the Priority Lien Secured Parties. The provisions set forth under this caption “—Order of Application” are intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Secured Obligations, each present and future Secured Debt Representative and the related Loan PapersCollateral Trustee as holder of Priority Liens and Junior Liens. The Secured Debt Representative of each future Series of Secured Debt will be required to deliver a lien sharing and priority confirmation to the Collateral Trustee and each other Secured Debt Representative at the time of incurrence of such Series of Secured Debt.

Order of Application. (a) If no Default or Potential Default exists, payments, and prepayments Prepayments and/or reductions of the Obligation Revolving Credit Commitments pursuant to this paragraph shall be applied first as follows: first, (A) to fees then dueprepay the Term Loans, second the Prudential Debt and the Additional Prudential Notes and second, after the payment in full of the Term Loans, the Prudential Debt and the Additional Prudential Notes, to accrued interest then due reduce the aggregate amount of the Revolving Credit Commitments (and payable on the Principal Debt, and then to the remaining Obligation extent that, after giving effect to such reduction, the total Revolving Credit Exposures would exceed the Revolving Credit Commitments, the Borrower shall, first, prepay Revolving Credit Loans and second, provide cover for LC Exposure as specified in Section 2.05(k) in an aggregate amount equal to such excess). Any prepayment of the order Term Loans, the Prudential Debt and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) Additional Prudential Notes pursuant to this paragraph shall be applied (x) to each Term Loan, the Obligation Prudential Debt and the Additional Prudential Notes, pro rata in the following order: (i) to same proportions as the payment then balance of all feeseach Term Loan, expenses, the Prudential Debt and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender Additional Prudential Notes bears to the total aggregate feesbalance of all Term Loans plus the Prudential Debt and the Additional Prudential Notes, expensesprovided that if prepayment is waived with respect to the Prudential Debt and/or the Additional Prudential Notes, the amounts that would have been payable absent such waiver shall be reallocated on a pro rata basis among the Term Loans and any non-waiving note holders, and indemnities owed (xx) with respect to all Lenders on such date of determination); (iii) each, to the ratable payment last maturing installments thereof. Notwithstanding the foregoing, the Borrower shall not be required to apply any prepayment to the Prudential Debt or the Additional Prudential Notes if such prepayment is not required pursuant to the terms thereof and would cause the Borrower to incur any prepayment premium or penalty and, in each event, any amount which would otherwise have been used to make a prepayment of accrued the Prudential Debt or the Additional Prudential Notes shall instead be used, first, to prepay the Term Loans and, second, to reduce the aggregate amount of the Revolving Commitments (and unpaid interest on to the Principal Debt and L/C Fees (as used in this clause (iii)extent that, “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed after giving effect to such Lender bears to reduction, the total accrued Revolving Credit Exposures would exceed the Revolving Credit Commitments, the Borrower shall, first, prepay Revolving Credit Loans and unpaid interest on the Principal Debt owed to all Lenders); (ivsecond, provide cover for LC Exposure as specified in Section 2.05(k) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed an aggregate amount equal to such Lender bears to the Principal Debt owed to all Lendersexcess); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers.

Order of Application. (a) If no Default or Potential Default exists, payments, and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers.

Order of Application. (a) If no Default or Potential Default exists, payments, and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any Each payment or prepayment (including proceeds from the exercise of any Rights) of the Obligations shall be applied either (a) if no Event of Default or Potential Default has occurred and is continuing, then in the order and manner specified elsewhere herein, and if not so specified, then in the order and manner as the Borrower directs, or (b) if an Event of Default or Potential Default has occurred and is continuing or if the Borrower fails to the Obligation give any direction required under clause (a) above, then in the following order: (i) to the payment of all fees, expenses, and indemnities indemnified amounts for which the Administrative Agent has not been paid or reimbursed in accordance with the Loan PapersCredit Documents and, except while an Event of Default under Section 11.1 has occurred and is continuing, as to which the Borrower has been invoiced and has failed to pay within ten Business Days of that invoice; (ii) to the ratable payment of all fees, expenses, expenses and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) indemnified amounts for which Lenders have the LC Issuing Bank has not been paid or reimbursed in accordance with the Loan Papers (Credit Documents and, except while an Event of Default under Section 11.1 has occurred and is continuing, as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion to which the portion Borrower has been invoiced and has failed to pay within ten Business Days of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination)that invoice; (iii) to all fees, expenses and indemnified amounts for which any Lender has not been paid or reimbursed in accordance with the ratable Credit Documents (and if any payment is less than all unpaid or unreimbursed fees and expenses, then that payment shall be applied against unpaid and unreimbursed fees and expenses in the order of accrued incurrence or due date) and, except while an Event of Default under Section 11.1 has occurred and unpaid interest on the Principal Debt and L/C Fees (is continuing, as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion to which the accrued Borrower has been invoiced and unpaid interest on the Principal Debt owed has failed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders)pay within ten Business Days of that invoice; (iv) to accrued interest on the ratable payment principal amount of the Principal Debt (as used Borrower's reimbursement obligations outstanding in this clause (iv), “ratable payment” means for any Lender, on any date respect of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders)Letters of Credit; (v) to Administrative Agent for the account principal amount of the applicable L/C Issuer, to Cash Collateralize that portion Borrower's reimbursement obligations outstanding in respect of L/C Exposure comprised Letters of the aggregate undrawn amount of L/CsCredit; (vi) to the payment cash collateralization of the remaining Obligation Borrower's reimbursement obligations in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all respect of the Obligation has been indefeasibly LC Outstandings not paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on by deposit as of funds in the Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining Account; (vii) to accrued interest on the principal amount shall be applied of the Borrowings outstanding; (viii) to the other Obligation, if any, principal amount of the Borrowings outstanding in such order as the Required Lenders may elect (but the Lenders agree to apply proceeds in an order that will minimize any Funding Loss); and (ix) to the remaining Obligations in the order set forth above. Subject to and manner the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papersdeem appropriate.

Order of Application. (a) If no Default or Potential Default exists, payments, and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any Each payment or prepayment (including proceeds from the exercise of any Rights) of the Obligations shall be applied either (a) if no Event of Default or Potential Default has occurred and is continuing, then in the order and manner specified elsewhere herein, and if not so specified, then in the order and manner as the Borrower directs, or (b) if an Event of Default or Potential Default has occurred and is continuing or if the Borrower fails to the Obligation give any direction required under clause (a) above, then in the following order: (i) to the payment of all fees, expenses, and indemnities indemnified amounts for which the Administrative Agent has not been paid or reimbursed in accordance with the Loan PapersCredit Documents and, except while an Event of Default under Section 11.1 has occurred and is continuing, as to which the Borrower has been invoiced and has failed to pay within ten Business Days of that invoice; (ii) to the ratable payment of all fees, expenses, expenses and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) indemnified amounts for which Lenders have any Lender has not been paid or reimbursed in accordance with the Loan Papers Credit Documents (and if any payment is less than all unpaid or unreimbursed fees and expenses, then that payment shall be applied against unpaid and unreimbursed fees and expenses in the order of incurrence or due date) and, except while an Event of Default under Section 11.1 has occurred and is continuing, as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion to which the portion Borrower has been invoiced and has failed to pay within ten Business Days of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination)that invoice; (iii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date principal amount of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders)Borrowings outstanding; (iv) to the ratable payment principal amount of the Principal Debt Borrowings outstanding in such order as the Required Lenders may elect (as used but the Lenders agree to apply proceeds in this clause (iv), “ratable payment” means for an order that will minimize any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all LendersFunding Loss); and (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation Obligations in the order and manner the Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers.

Order of Application. (a) If no Default or Potential Default exists, payments, and prepayments Subject to Clause 14.2 (Liabilities of the Obligation shall be applied first Senior Parent Debt Issuer), Clause 14.3 (Prospective liabilities) and Clause 14.4 (Treatment of SFA Cash Cover and Senior Lender cash collateral), all amounts from time to fees then due, second to accrued interest then due and payable on time received or recovered by the Principal Debt, and then Security Agent pursuant to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise terms of any RightsDebt Document or in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this Clause 14, the "Recoveries") shall be applied by the Security Agent at any time as the Security Agent (in its discretion) sees fit, to the Obligation extent permitted by applicable law (and subject to the provisions of this Clause 14), in the following order: order of priority: (i) in discharging any sums owing to the Senior Agent (in respect of Senior Agent Liabilities), any Senior Creditor Representative (in respect of Permitted Senior Financing Agent Liabilities), any Second Lien Creditor Representative (in respect of Permitted Second Lien Financing Agent Liabilities), any Senior Parent Creditor Representative (in respect of Permitted Parent Financing Agent Liabilities) or any Senior Notes Trustee Amounts or Senior Parent Notes Trustee Amounts, or any sums owing to the Security Agent, any Receiver or any Delegate on a pro rata and pari passu basis; A44420063 (ii) in payment of all feescosts and expenses incurred by any Agent, expenses, and indemnities for which Administrative Agent has not been paid Primary Creditor or reimbursed Operating Facility Lender in connection with any realisation or enforcement of the Transaction Security taken in accordance with the Loan Papersterms of this Agreement or any action taken at the request of the Security Agent under Clause 9.6 (Creditors' actions); (iii) in payment to: (A) the Senior Facility Agent on its own behalf and on behalf of the Senior Arrangers and the Senior Lenders; (B) the Hedge Counterparties; (C) the Operating Facility Lenders; (D) each Senior Notes Trustee on its own behalf and on behalf of the Senior Noteholders; and (iiE) to each Senior Creditor Representative on its own behalf and on behalf of the ratable payment of all feesPermitted Senior Financing Arrangers and the Permitted Senior Financing Creditors, expenses, for application towards the discharge of: (I) the Senior Arranger Liabilities and indemnities the Senior Lender Liabilities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers terms of the Senior Facilities Finance Documents); (as used II) the Hedging Liabilities (on a pro rata basis between the Hedging Liabilities of each Hedge Counterparty); (III) the Operating Facility Liabilities (on a pro rata basis between the Operating Facility Liabilities of each Operating Facility Lender); (IV) the Senior Notes Liabilities (other than sums owing to the Security Agent) (in this clause accordance with the terms of the Senior Notes Finance Documents); and (iiV) the Permitted Senior Financing Arranger Liabilities and the Permitted Senior Financing Liabilities (other than the Permitted Senior Financing Agent Liabilities) (in accordance with the terms of the Permitted Senior Financing Documents and, if there is more than one Permitted Senior Financing Agreement, on a pro rata basis between the Permitted Senior Financing Debt in respect of each Permitted Senior Financing Agreement), on a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, pro rata basis and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); pari passu between paragraphs (iiiI) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); V) above; (iv) in payment to the ratable payment each Second Lien Creditor Representative on its own behalf and on behalf of the Principal Debt Permitted Second Lien Financing Arrangers and the Permitted Second Lien Financing Creditors for application towards the discharge of the Permitted Second Lien Financing Arranger Liabilities and the Permitted Second Lien Financing Liabilities (as used other than the Permitted Second Lien Financing Agent Liabilities) (in this clause (iv)accordance with the terms of the Permitted Second Lien Financing Documents and, “ratable payment” means for any Lenderif there is more than one Permitted Second Lien Financing Agreement, on any date a pro A44420063 rata basis between the Permitted Second Lien Financing Debt in respect of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenderseach Permitted Second Lien Financing Agreement); ; (v) to Administrative Agent for the account extent attributable to the Shared Security or the Senior Parent Guarantees, in payment to: (A) each Senior Parent Notes Trustee on its own behalf and on behalf of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised Senior Parent Noteholders; and (B) each Senior Parent Creditor Representative on its own behalf and on behalf of the aggregate undrawn amount Permitted Parent Financing Arrangers and the Permitted Parent Financing Creditors, for application towards the discharge of: (I) the Senior Parent Notes Liabilities (other than any sums owing to the Security Agent) (in accordance with the terms of L/Csthe Senior Parent Notes Finance Documents); and (II) the Permitted Parent Financing Arranger Liabilities and the Permitted Parent Financing Liabilities (other than the Permitted Parent Financing Agent Liabilities) (in accordance with the terms of the Permitted Parent Financing Documents and, if there is more than one Permitted Parent Financing Agreement, on a pro rata basis between the Permitted Parent Financing Debt in respect of each Permitted Parent Financing Agreement), on a pro rata basis and pari passu between paragraphs (I) and (II) above; (vi) to the payment if none of the remaining Obligation Debtors or Third Party Security Providers is under any further actual or contingent liability under any Secured Debt Document, in payment to any person to whom the order and manner Required Lenders deem appropriateSecurity Agent is obliged to pay in priority to any Debtor or Third Party Security Provider; and and (vii) the balance, if any, after in payment to the relevant Debtor. (b) Each Secured Party authorises the Security Agent to hold any non-cash consideration received or recovered in connection with the realisation or enforcement of all or any part of the Obligation Transaction Security until cash is received for any such non-cash consideration, provided that the Security Agent may distribute any such non-cash consideration to a Secured Party which has been indefeasibly paid in fullagreed, on terms satisfactory to the Security Agent, to Borrower or as otherwise required by Law. Subject receive such non-cash consideration and the Liabilities owed to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above that Secured Party shall be applied to satisfy drawings under such L/Cs as they occur. If any reduced by an amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied equal to the other Obligation, if any, in the order set forth above. Subject to the provisions value of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority non-cash consideration upon receipt by that Secured Party of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papersthat non-cash consideration.

Order of Application. (a) If no Default or Potential Default exists, payments, and prepayments Prepayments and/or reductions of the Obligation Revolving Credit Commitments pursuant to this paragraph shall be applied first as follows: first, (A) to fees then dueprepay the Term Loans, second the Prudential Debt and the Additional Prudential Notes and second, after the payment in full of the Term Loans, the Prudential Debt and the Additional Prudential Notes, to accrued interest then due reduce the aggregate amount of the Revolving Credit Commitments (and payable on the Principal Debt, and then to the remaining Obligation extent that, after giving effect to such reduction, the total Revolving Credit Exposures would exceed the Revolving Credit Commitments, the Borrowers shall, first, prepay Revolving Credit Loans and second, provide cover for LC Exposure as specified in Section 2.05(k) in an aggregate amount equal to such excess). Any prepayment of the order Term Loans, the Prudential Debt and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) Additional Prudential Notes pursuant to this paragraph shall be applied (x) to each Term Loan, the Obligation Prudential Debt and the Additional Prudential Notes, pro rata in the following order: (i) to same proportions as the payment then balance of all feeseach Term Loan, expenses, the Prudential Debt and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender Additional Prudential Notes bears to the total aggregate feesbalance of all Term Loans plus the Prudential Debt and the Additional Prudential Notes, expensesprovided that if prepayment is waived with respect to the Prudential Debt and/or the Additional Prudential Notes, the amounts that would have been payable absent such waiver shall be reallocated on a pro rata basis among the Term Loans and any non-waiving note holders, and indemnities owed (xx) with respect to all Lenders on such date of determination); (iii) each, to the ratable payment last maturing installments thereof. Notwithstanding the foregoing, the Borrowers shall not be required to apply any prepayment to the Prudential Debt or the Additional Prudential Notes if such prepayment is not required pursuant to the terms thereof and would cause the Borrowers to incur any prepayment premium or penalty and, in each event, any amount which would otherwise have been used to make a prepayment of accrued the Prudential Debt or the Additional Prudential Notes shall instead be used, first, to prepay the Term Loans and, second, to reduce the aggregate amount of the Revolving Commitments (and unpaid interest on to the Principal Debt and L/C Fees (as used in this clause (iii)extent that, “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed after giving effect to such Lender bears to reduction, the total accrued Revolving Credit Exposures would exceed the Revolving Credit Commitments, the Borrowers shall, first, prepay Revolving Credit Loans and unpaid interest on the Principal Debt owed to all Lenders); (ivsecond, provide cover for LC Exposure as specified in Section 2.05(k) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed an aggregate amount equal to such Lender bears to the Principal Debt owed to all Lendersexcess); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers.

Order of Application. (a) If Payments and prepayments of the Obligation shall be applied in the order and manner specified in this Agreement; PROVIDED, HOWEVER, if no order is otherwise specified and no Default or Potential Default existshas occurred and is continuing, payments, payments and prepayments of the Obligation shall be applied first to fees then duefees, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default existshas occurred and is continuing (or if Borrower fails to give directions as permitted under SECTION 3.11(a)), any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the ratable payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid Agents or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (iiSECTION 3.11(b)(i), a “ratable payment” "RATABLE PAYMENT" for any Lender or any Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender or such Agent bears to the total aggregate fees, expenses, fees and indemnities owed to all Lenders and Agents on such date of determination); (iiiii) to the ratable payment of accrued and unpaid interest on the Revolver Principal Debt and L/C Fees the Term Principal Debt (as used in this clause (iiiSECTION 3.11(b)(ii), “ratable payment” "RATABLE PAYMENT" means, for any Revolver Lender or Term Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Revolver Principal Debt or the Term Principal Debt (as the case may be) owed to such Revolver Lender or Term Lender bears to the total accrued and unpaid interest on under the Principal Debt Loan Papers owed to all Revolver Lenders and all Term Lenders); (iviii) to the ratable payment of the Revolver Principal Debt and the Term Principal Debt (as used in this clause (ivSECTION 3.11(b)(iii), “ratable payment” "RATABLE PAYMENT" means for any Revolver Lender or any Term Lender, on any date of determination, that proportion which the Revolver Principal Debt or the Term Principal Debt (as the case may be) owed to such Revolver Lender or Term Lender bears to the sum of the Principal Debt and the Term Principal Debt owed to all Revolver Lenders and all Term Lenders); and (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (viiv) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 SECTION 12 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any 38 XXXXXX/SYGNET OPERATING CREDIT AGREEMENT Revolver Lender or Term Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers.

Order of Application. Subject to Clause 10.2 (a) If no Default Prospective liabilities), all amounts from time to time received or Potential Default exists, payments, recovered by the Security and prepayments Intercreditor Agent in respect of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then Liabilities pursuant to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise terms of any RightsFinance Document or in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this Clause 10 (APPLICATION OF PROCEEDS), the “Recoveries”) shall be applied held by the Security and Intercreditor Agent on trust to apply them at any time as the Security and Intercreditor Agent (in its discretion) sees fit, to the Obligation extent permitted by applicable law (and subject to the provisions of this Clause 10 (APPLICATION OF PROCEEDS)), in the following order: order of priority: (iA) in discharging any sums owing to the payment of all feesSecurity and Intercreditor Agent, expenses, and indemnities for which Administrative Agent has not been paid any Receiver or reimbursed any Delegate; (B) in accordance with the Loan Papers; terms of the KEFI Intercreditor Agreement (iiif in force and effect and if applicable); (C) to the ratable in payment of all fees, expenses, costs and indemnities (other than L/C fees set forth expenses incurred by the Agents or any Creditor in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid connection with any realisation or reimbursed enforcement of the Transaction Security taken in accordance with the Loan Papers (as used in terms of this clause (ii), a “ratable payment” for Agreement or any Lender shall be, on any date of determination, that proportion which action taken at the portion request of the total fees, expenses, Security and indemnities owed to such Lender bears Intercreditor Agent under Clause 4.5 (Creditors’ actions); (D) in payment to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative RCF Agent for the account RCF Agent Liabilities and in payment to the HY Noteholder Trustee for the HY Noteholder Trustee Liabilities (to the extent such liabilities relate to the non-payment of fees due); (E) in payment to: (i) the RCF Agent on behalf of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised RCF Lenders; and (ii) the HY Noteholder Trustee on behalf of the aggregate undrawn amount of L/Cs; (vi) to HY Noteholders, for application towards the payment discharge of the Liabilities (on a pro rata basis between the Liabilities of each RCF Lender and each HY Noteholder) provided that such payments shall be deemed to be paid firstly, towards any interest payments under the RCF and the HY Notes due but unpaid and secondly, towards the remaining Obligation Liabilities; (F) if none of the Obligors is under any further actual or contingent liability under any Finance Document, in payment to any person to whom the order Security and manner Required Lenders deem appropriateIntercreditor Agent is obliged to pay in priority to any Obligor; and and (viiG) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied payment to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papersrelevant Obligor.

Order of Application. (a) If no Default any Collateral is sold or Potential Default existsotherwise realized upon by the Collateral Agent in connection with any foreclosure, paymentscollection or other enforcement of Liens granted to the Collateral Agent in the Security Documents, and prepayments of the Obligation proceeds received by the Collateral Agent from such foreclosure, collection or other enforcement shall be applied first to fees then due, second to accrued interest then due and payable on distributed by the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation Collateral Agent in the following order: order of application: (i1) FIRST, to the payment or in reimbursement to the Trustees of their fees, costs, charges, expenses, borrowings, advances or other amounts furnished or provided by or at the request of the Trustees in or about the administration and execution of their trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided, and to the payment of all amounts payable under the Security Documents on account of the Collateral Agent’s fees and any reasonable legal fees, expensescosts and expenses or other liabilities of any kind incurred by the Collateral Agent or any co-trustee or agent of the Collateral Agent in connection with any Security Document, including amounts reasonably necessary to provide for the expenses of the Collateral Agent in maintaining and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with disposing of the Loan Papers; Collateral; (ii2) SECOND, to the ratable repayment of Applicable Indebtedness, secured by a Permitted Lien on the Collateral sold or realized upon; (3) THIRD, to the respective Holders of the Notes, equally and rateably, for application to the payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears outstanding Notes up to the total aggregate feesamount sufficient to pay in full in cash all outstanding Notes (including, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of extent legally permitted, all accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balancethereon, if any); and (4) FOURTH, any surplus remaining after all the payment in full in cash of the Obligation has been indefeasibly amounts described in the preceding clauses shall be paid in fullto the Issuer or the applicable Guarantor, to Borrower as the case may be, its successors or assigns, or as otherwise required by Lawa court of competent jurisdiction may direct. Subject to The provisions set forth in this Section 2.3(c)10.7 are intended for the benefit of, amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above and shall be applied to satisfy drawings under such L/Cs enforceable as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expireda third party beneficiary by, such remaining amount shall be applied to each present and future Holder of Notes, the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement Trustees and the related Loan PapersCollateral Agent as holder of Liens on the Collateral.

Order of Application. Subject to the rights of creditors mandatorily preferred by law applying to companies generally, the proceeds of enforcement of the Security conferred by the Security Documents and all other amounts paid to the Security Agent pursuant to this Agreement (including proceeds received in connection with bankruptcy or other insolvency proceedings or other Enforcement Actions) shall be applied in the following order: (a) If no Default first, in or Potential Default existstowards payment pro rata of unpaid fees, paymentscosts, expenses and prepayments of indemnities payable by the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then Company to the remaining Obligation in the order and manner as Borrower may direct.Security Agent; (b) If a Default secondly, in or Potential Default exists, any towards payment or prepayment (including proceeds from the exercise pro rata of any Rights) shall be applied to the Obligation in the following order: (i) all unpaid fees, costs, expenses and indemnities payable by the Company to the payment of all fees, expenses, and indemnities for which Administrative Notes Agent has not been paid or reimbursed in accordance with the Loan Papers; Agency Agreement (other than any indemnity given for liability against the Noteholders), (ii) other costs, expenses and indemnities relating to the ratable payment acceleration of all feesthe Notes, expensesthe enforcement of the Transaction Security or the protection of the Noteholders’ rights as may have been incurred by the Notes Agent, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)iii) any costs incurred by the Notes Agent for which Lenders external experts that have not been paid or reimbursed by the Company in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expensesTerms and Conditions, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) any costs and expenses incurred by the Notes Agent in relation to a Noteholders’ Meeting or a Written Procedure that have not been reimbursed by the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender Company in accordance with the Agreement Terms and Conditions; (c) thirdly, in or towards payment pro rata of any cost and expenses incurred by a Noteholders’ Committee in accordance with an agreement with the Issuer pursuant to the Terms and Conditions that have not been reimbursed by the Company; (d) fourthly, towards payment pro rata of accrued interest unpaid under the Secured Debt (interest due on an earlier date to be paid before any interest due on a later date); (e) fifthly, towards payment pro rata of principal under the Secured Debt; (f) sixthly, in or towards payment pro rata of any other costs or outstanding amounts unpaid under the Terms and Conditions and the related Loan PapersNew Debt Documents; (g) seventhly, after the Final Discharge Date, in payment of the surplus (if any) to the Issuer.

Order of Application. (a) If Payments and prepayments of the Obligation shall be applied in the order and manner specified in this Agreement; PROVIDED, HOWEVER, if no order is otherwise specified and no Default or Potential Default existshas occurred and is continuing, payments, payments and prepayments of the Obligation shall be applied first to fees then duefees, second to accrued interest then due and payable on the Principal Debt, third to the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default existshas occurred and is continuing (or if Borrower fails to give directions as permitted under SECTION 3.12(a)), any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the ratable payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid Agents or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (iiSECTION 3.12(b)(i), a “ratable payment” "RATABLE PAYMENT" for any Lender or any Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender or such Agent bears to the total aggregate fees, expenses, fees and indemnities owed to all Lenders and Agents on such date of determination); (iiiii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iiiSECTION 3.12(b)(ii), “ratable payment” "RATABLE PAYMENT" means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on under the Principal Debt Loan Papers owed to all Lenders); (iii) to the ratable payment of any reimbursement obligation with respect to any LC issued pursuant to the Agreement which is due and payable and which remains unfunded by any Borrowing, PROVIDED THAT, such payments shall be allocated ratably among Bank of America, N.A., and the Lenders which have funded their participations in such LC; (iv) to the ratable payment of the Principal Debt (as used in this clause (ivSECTION 3.12(b)(iv), “ratable payment” "RATABLE PAYMENT" means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the SUM of the Principal Debt owed to all Lenders); (v) to as a deposit with Administrative Agent Agent, for the account benefit of Lenders, as security for, and to provide for the applicable L/C Issuerpayment of, any reimbursement obligations, if any, thereafter arising with respect to Cash Collateralize that portion of L/C Exposure comprised of any issued and outstanding LCs issued pursuant to the aggregate undrawn amount of L/CsAgreement; and (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 SECTION 12 and provided that PROVIDED THAT Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers.

Order of Application. Subject to Clauses 8.4 (Turnover: Standstill Period), 16.2 (Prospective liabilities), 16.3 (Treatment of Cash Cover) and, all amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Debt Document or in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this Clause 16, the "Recoveries") shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 16), in the following order of priority: (a) If no Default or Potential Default exists, payments, and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then in discharging any sums owing to the remaining Obligation in the order and manner as Borrower may direct.Security Agent, any Receiver or any Delegate; (b) If a Default in discharging all costs and expenses incurred by any External Creditor in connection with any realisation or Potential Default exists, any payment or prepayment (including proceeds from enforcement of the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed Transaction Security taken in accordance with the Loan Papers; terms of this Agreement or any action taken at the request of the Security Agent under Clause 7.6 (Further assurance – Insolvency Event); (c) in payment or distribution to: (i) the Bank Facilities Agent on its own behalf in respect of its Agent Liabilities and on behalf the Bank Facilities Lenders in respect of their Bank Lender Liabilities; (ii) to each Bond Trustee on its own behalf in respect of its Agent Liabilities and on behalf of the ratable payment Bondholders for which it acts and, where there is no Bond Trustee, the Bondholders, in any case, in respect of all feestheir Bondholder Liabilities; (iii) each Additional Facility Agent on its own behalf in respect of its Agent Liabilities and on behalf of any Arranger under the relevant Additional Facilities Documents in respect of its Arranger Liabilities and the Additional Facilities Lenders for which it acts under the relevant Additional Facilities Documents in respect of their Additional Facilities Liabilities for which it acts and, expenseswhere there is no such Additional Facility Agent, any Arranger, in any case, in respect of its Arranger Liabilities and indemnities any Additional Facilities Lenders, in any case, in respect of their Additional Facilities Liabilities; (iv) each Creditor Representative of the PP Noteholders on its own behalf in respect of its Agent Liabilities and on behalf of the PP Noteholders for which it acts and, where there is no such Creditor Representative, the PP Noteholders, in any case, in respect of their PP Liabilities; and (v) each Hedge Counterparty in respect of its Hedging Liabilities, for application towards the discharge of: (A) other than L/C fees set forth in Section 5.3 hereof any Make-Whole Amounts, the Agent Liabilities, the Arranger Liabilities, the Bank Lender Liabilities, the Bondholder Liabilities, the Additional Facilities Liabilities, the PP Liabilities (collectively, “L/C Fees”)pari passu and on a pro rata basis between the relevant Liabilities of the relevant External Creditors) for which Lenders have not been paid or reimbursed (in accordance with the Loan Papers terms of the relevant Debt Documents); and (as used in this clause B) the Hedging Liabilities under the Hedging Agreements (iipari passu and on a pro rata basis between the Hedging Liabilities of each Hedge Counterparty), on a “ratable payment” for pari passu and pro rata basis between paragraphs (A) and (B) above and thereafter in payment of any Lender shall be, Make-Whole Amounts on any date of determination, that proportion which the portion a pari passu and pro rata basis; (d) if none of the total feesDebtors are under any further actual or contingent liability under any Debt Document, expenses, and indemnities owed in payment or distribution to such Lender bears any person to whom the total aggregate fees, expenses, and indemnities owed Security Agent is obliged to all Lenders on such date of determination)pay or distribute in priority to any Debtor; and (iii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (viie) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower payment or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied distribution to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papersrelevant Debtor.

Order of Application. (a) If So long as no Default or Potential Default existshas occurred and is continuing, payments, payments and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct; provided that, each such payment or prepayment (other than payments of fees payable solely to Administrative Agent or a specific Lender) shall be allocated among Lenders in proportion to their respective Pro Rata Parts appropriate for the Facilities (or subfacilities thereunder) in respect of which such payments were made. (b) If a Default or Potential Default existshas occurred and is continuing (or if Borrower fails to give directions as permitted under SECTION 3.11(a)), any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the ratable payment of all fees, expenses, fees and indemnities expenses for which Administrative Agent has or Lenders have not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (iiSECTION 3.11(b), a “"ratable payment” " for any Lender or Administrative Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, fees and indemnities owed to such Lender or Administrative Agent bears to the total aggregate fees, expenses, fees and indemnities owed to all Lenders and Administrative Agent on such date of determination); (iiiii) to the ratable Pro Rata payment of all accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause Debt; (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable Pro Rata payment of the remaining Principal Debt in such order as Determining Lenders may elect (as used provided that, Determining Lenders will apply such proceeds in this clause an order that will minimize any Consequential Loss); and (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Determining Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 SECTION 10 and provided that Administrative Agent shall not in any event not be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Determining Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers.dispute

Order of Application. (a) If Payments and prepayments of the Obligation shall be applied in the order and manner specified in this Agreement; PROVIDED, HOWEVER, if no order is otherwise specified and no Default or Potential Default existshas occurred and is continuing, payments, payments and prepayments of the Obligation shall be applied first to fees then duedue and payable, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation obligation in the order and manner as Borrower Administrative Agent may directselect. (b) If a Default or Potential Default existshas occurred and is continuing (or if Borrower fails to give directions as permitted under SECTION 3.11(A)), any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the ratable payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid Agents or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (iiSECTION 3.11(B)(I), a “ratable payment” "RATABLE PAYMENT" for any Lender or any Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender or such Agent bears to the total aggregate fees, expenses, fees and indemnities owed to all Lenders and Agents on such date of determination); (ii) to the payment of accrued interest and principal of the Swing Line Debt; (iii) to the ratable payment of accrued and unpaid interest on the Revolver Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders)Debt; (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on reimbursement obligation with respect to any date of determination, that proportion which the Principal Debt owed to such Lender bears LC issued pursuant to the Principal Debt owed to all Lenders)Revolver Facility which is due and payable and which remains unfunded by any Borrowing under the Revolver Facility; PROVIDED THAT, such payments shall be allocated ratably among Issuing Bank and the Lenders which have funded their participation in such LC; (v) to Administrative Agent for the account ratable payment of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/CsRevolver Principal Debt; (vi) as a deposit with Administrative Agent, for the benefit of Lenders, as security for, and to provide for the payment of, any reimbursement obligations, if any, THEREAFTER arising with respect to any issued and outstanding LCs issued pursuant to the Revolver Facility; and (vii) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 SECTION 12 and provided that PROVIDED THAT Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers.

Order of Application. (a) If no Default The Collateral Trust Agreement provides that if any Collateral is sold or Potential Default existsotherwise realized upon by the Collateral Trustee in connection with any collection, paymentssale, foreclosure or other enforcement of Liens granted to the Collateral Trustee in the Security Documents, the proceeds received by the Collateral Trustee from such collection, sale, foreclosure or other enforcement and prepayments the proceeds received by the Collateral Trustee or any Priority Lien Secured Party or Junior Lien Secured Party of any insurance policy maintained by any Grantor relating to any loss or other insurable event with respect to any Collateral will be distributed by the Collateral Trustee, subject to the terms of the Obligation shall be applied first to fees then dueABL Intercreditor Agreement, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following orderorder of application: (i) FIRST, to the payment of all amounts payable under the Collateral Trust Agreement on account of the Collateral Trustee’s fees and any reasonable legal fees, expensescosts and expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any Security Document (including, but not limited to, indemnification obligations that are then due and payable to the Collateral Trustee or any co-trustee or agent of the Collateral Trustee); SECOND, to the repayment of obligations, other than the Secured Obligations, secured by a Permitted Prior Lien on the Collateral sold or realized upon to the extent that such other Lien has priority over the Priority Liens but only if such obligation is discharged (in whole or in part) in connection with such sale; THIRD, to the respective Priority Lien Representatives on a pro rata basis for each Series of Priority Lien Debt (and Swap Obligations represented by such Priority Lien Representative) that are secured by such Collateral for application to the payment of all such outstanding Priority Lien Debt and any other such Priority Lien Obligations (other than Cash Management Obligations) that are then due and payable and so secured (for application in such order as may be provided in the Priority Lien Documents applicable to the respective Priority Lien Obligations) in an amount sufficient to pay in full in cash all outstanding Priority Lien Debt and all other Priority Lien Obligations (other than Cash Management Obligations) that are then due and payable and so secured (including all interest and fees accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and indemnities including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for which Administrative Agent release of Liens under the terms of the applicable Priority Lien Document) of all outstanding letters of credit constituting Priority Lien Debt); FOURTH, to the respective Priority Lien Representatives on a pro rata basis for any Cash Management Obligations represented by such Priority Lien Representative that are secured by such Collateral for application to the payment of all such Cash Management Obligations that are then due and payable (including all interest and fees accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding); FIFTH, to the respective Junior Lien Representatives on a pro rata basis for each Series of Junior Lien Debt that are secured by such Collateral for application to the payment of all outstanding Junior Lien Debt and any other Junior Lien Obligations that are so secured and then due and payable (for application in such order as may be provided in the Junior Lien Documents applicable to the respective Junior Lien Obligations) in an amount sufficient to pay in full in cash all outstanding Junior Lien Debt and all other Junior Lien Obligations that are then due and payable and so secured (including, to the extent legally permitted, all interest and fees accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the Junior Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and including the discharge or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Junior Lien Document) of all outstanding letters of credit, if any, constituting Junior Lien Debt); and SIXTH, any surplus remaining after the payment in full in cash of amounts described in the preceding clauses will be paid to the Company or the applicable Grantor, as the case may be, its successors or assigns, or to such other Persons as may be entitled to such amounts under applicable law or as a court of competent jurisdiction may direct. Notwithstanding the foregoing, if any Series of Secured Debt has released its Lien on any Collateral as set forth in the Collateral Trust Agreement, then such Series of Secured Debt and any related Secured Obligations of that Series thereafter shall not be entitled to share in the proceeds of any Collateral so released by that Series. If any Junior Collateral Trustee, the Junior Lien Representative or any Junior Lien Secured Party collects or receives on account of any Junior Lien Obligations any proceeds of any foreclosure, collection or other enforcement, proceeds of any insurance maintained by any Grantor relating to any loss or other insurable event with respect to any Collateral and any proceeds of any assets that were subject to Priority Liens that have been paid avoided or reimbursed otherwise invalidated that should have been applied to the payment of the Priority Lien Obligations in accordance with the Loan Papers; (ii) immediately preceding paragraph, whether after the commencement of an Insolvency or Liquidation Proceeding or otherwise, such Junior Lien Representative or such Junior Lien Secured Party, as the case may be, will forthwith deliver the same to the ratable payment of all feesPriority Collateral Trustee, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C IssuerPriority Lien Secured Parties, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement provisions set forth in the immediately preceding paragraph. Until so delivered, such proceeds shall be segregated and will be held by that Junior Lien Representative or that Junior Lien Secured Party, as the case may be, for the benefit of the Priority Lien Secured Parties. The provisions set forth under this caption “—Order of Application” are intended for the benefit of, and will be enforceable as a third party beneficiary by, each present and future holder of Secured Obligations, each present and future Secured Debt Representative and the related Loan PapersCollateral Trustee as holder of Priority Liens and Junior Liens. The Secured Debt Representative of each future Series of Secured Debt will be required to deliver a lien sharing and priority confirmation to the Collateral Trustee and each other Secured Debt Representative at the time of incurrence of such Series of Secured Debt.

Order of Application. (a) If no Default Subject to the rights of any creditor with prior security or Potential Default existspreferential claims, payments, and prepayments the proceeds of enforcement of the Obligation Security shall be paid to the Security Agent. Those proceeds and all other amounts paid to the Security Agent under this Agreement shall be applied first in the following order: First in payment of the fees, costs, expenses and liabilities (and all interest thereon as provided in the Finance Documents) of the Security Agent and any receiver, attorney or agent appointed under the Security Documents or this Agreement; Second in payment pari passu and pro rata of the balance of the costs and expenses of any Senior Creditor or Hedging Bank in connection with such enforcement; Third in payment to fees then duethe Senior Agent for application towards the balance of the Senior Debt (but prior to the Bridge Discharge Date, second excluding any Excess Senior Debt) and the Hedging Debt (but prior to accrued interest then due the Bridge Discharge Date, excluding any Excess Hedging Debt) pari passu between themselves; Fourth in payment to the Notes Trustee of the Notes Trustee Amounts; Fifth in payment of the costs and payable on expenses of any Junior Creditor in connection with such enforcement; Sixth in payment to the Principal Bridge Agent, Notes Trustee and representative in respect of Permitted KDG Debtfor application towards the balance of the Bridge Debt, Notes Debt and then Permitted KDG Debt pari passu between themselves; Seventh prior to the remaining Obligation Bridge Discharge Date, in payment to the order Senior Agent for application towards any amounts of Excess Senior Debt and manner as Borrower may directExcess Hedging Debt pari passu between themselves; and Eighth the payment of the surplus (if any) to the Obligor or other person entitled to it. (b) If a Default No such proceeds or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) amounts shall be applied to the Obligation in the following order: (i) to the payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed any amounts specified in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to subparagraphs in paragraph (a) above until all Lenders on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used amounts specified in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has earlier subparagraph have been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers.

Order of Application. Servicer (a) If no Default or Potential Default exists, payments, and prepayments for the benefit of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any RightsAffected Parties) shall distribute the funds required to be applied distributed pursuant to the Obligation this Section 3.1 with respect to any Settlement Period, in the following order: order of priority: (i) to each Purchaser Agent ratably (based on the payment of aggregate accrued and unpaid Yield) Yield accrued and unpaid on all fees, expenses, and indemnities Rate Tranches for which Administrative Agent has not been paid the Purchasers in its Purchaser Group howsoever funded or reimbursed in accordance with maintained during the Loan Papers; related Settlement Period; (ii) to each Purchaser Agent ratably (based on the ratable payment of all fees, expenses, aggregate accrued and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)unpaid Unused Fee) the accrued and unpaid Unused Fee for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, its Purchaser Group and indemnities owed to such Lender bears to the total aggregate fees, expenses, accrued and indemnities owed to all Lenders on such date of determination); unpaid Program Fee for its Purchase Group; (iii) to the ratable payment of Servicer all accrued and unpaid interest on the Principal Debt and L/C Fees Servicing Fee (as used in this clause (iiiif Servicer is not CHS or an Affiliate thereof), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); ; (iv) to the ratable payment Custodian, any fees then due and payable to the Custodian pursuant to that certain Schedule of the Principal Debt (Fees for Services as used in this clause (iv)Custodian for Cofina Funding, LLC “Seller” The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, “ratable paymentAdministrative Agent” means for any LenderSecured Facility, on any date dated as of determinationJuly 21, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); 2016; (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of and each Purchaser Agent ratably (based on the aggregate undrawn amount of L/Cs; accrued and unpaid amounts owing to such Person) accrued and unpaid amounts owed to Administrative Agent and each Purchaser Agent hereunder (including all fees payable to Administrative Agent, Purchaser Agents and Purchasers pursuant to the Fee Letter other than fees paid pursuant to clause (ii) above); (vi) to each Purchaser Agent ratably (based on the payment related Purchaser Group Investment), the reduction of Total Investment, to the extent such reduction is required under Section 3.1(c) or 3.2(c) or, during the Liquidation Period or after the occurrence of an Event of Termination that has not been waived in accordance with this Agreement, with respect to each Purchaser Group, as set forth on a Notice of Payment to be delivered to the Administrative Agent and each Purchaser Agent on the applicable Settlement Date, first, to pay any outstanding Commercial Paper (as defined in the UCC) funding or maintaining the related Purchaser Group Investment and second, to ratably reduce the remainder of the remaining Obligation in the order and manner Required Lenders deem appropriate; and related Purchaser Group Investment; (vii) prior to the balanceLiquidation Period, if anyand as long as no Event of Termination has occurred and is continuing, after all to the Seller (A) first, as a Reinvestment to the extent of the Obligation has Cash Purchase Price of additional Pool Assets and Related Assets sold by the Seller since the previous Settlement Date, and (B) second, to the Aggregate DPP; (viii) to (A) the Custodian, any fees and expenses then due and payable to the Custodian pursuant to the Custodian Agreement and not paid pursuant to Section 3.1(d)(iv) above and (B) each Affected Party (or the related Purchaser Agent on their behalf) ratably (based on Aggregate Unpaids) Aggregate Unpaids owed to such Affected Parties; and (ix) to the Servicer all accrued and unpaid Servicing Fee (if Servicer is CHS or an Affiliate thereof). After the Total Investment, all accrued Yield and all accrued Servicing Fee and Custodian fees have been indefeasibly paid in full, and any other amounts payable by the Seller to Borrower the Purchasers or as otherwise required by Law. Subject any other Indemnified Party or Affected Person hereunder have been paid in full, all additional Collections with respect to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above Asset Portfolio shall be applied paid to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to Seller in payment of the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan PapersAggregate DPP.

Order of Application. (a) If no Default or Potential Default existsOn each Settlement Date, payments, and prepayments the Servicer shall distribute the amount of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable Collections on the Principal Debt, and then to the remaining Obligation deposit in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation Collection Account in the following orderorder of priority: First to each Hedge Counterparty, on a pro rata basis, an aggregate amount (other than Hedge Breakage Costs) equal to any regularly scheduled payment due on such date in accordance with the applicable Hedging Agreement; Second pro rata, in accordance with the amounts due under this clause second, (i) to the payment Backup Servicer, all of all fees, expenses, the outstanding Backup Servicing Fees due and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; payable on such date and (ii) to the ratable payment of Custodian, all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, outstanding Custodian Fees due and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders payable on such date of determination); Third (iiii) to the ratable payment Servicer, all of accrued the outstanding Servicing Fees due and unpaid interest payable on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed or prior to such Lender bears date and, (ii) so long as the Servicer is CCG and the Termination Date has not occurred, all Servicer Charges collected during the related Settlement Period; Fourth to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv)each Administrator, “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C IssuerLenders, on a pro rata basis, an amount equal to Cash Collateralize that portion of L/C Exposure comprised the accrued interest (including overdue interest) on the Loans and which is due and payable on such date in accordance with Section 2.7 and at the rates per annum set forth in Section 2.6; Fifth to each Administrator, all of the aggregate undrawn amount outstanding Facility Fees due and payable on or prior to such date; Sixth to each Administrator, for the account of L/Cs; the applicable Lenders, as set forth below: (viA) If a Termination Event shall then exist or the Termination Date shall have occurred, ratably to the payment Lenders according to the outstanding principal amounts of their respective Loans, until paid in full, and (B) On any Settlement Date prior to the date that is six months following the Amortization Date, so long as no Termination Event shall then exist, in the case of a prepayment as a result of existence of a Borrowing Base Deficit as provided in Section 2.8(c), on a pro rata basis, an amount equal to such Borrowing Base Deficit; (C) On any Settlement Date occurring on or after the date that is six months following the Amortization Date, so long as no Termination Event shall then exist, then ratably to the Lenders according to the outstanding principal amounts of their respective Loans: (i) for each of the 7th through 9th Settlement Dates occurring following the calendar month in which the Amortization Date occurred, an amount equal to, forty-five (45%) percent of the remaining Obligation amount of Collections to the reduction of the outstanding principal amount of the Loans; (ii) for each of the 10th through 12th Settlement Dates occurring following the calendar month in which the order Termination Date occurred, sixty-five (65%) percent of the remaining amount of Collections to the reduction of the outstanding principal amount of the Loans; and (iii) for all Settlement Dates thereafter, one hundred (100%) percent of the remaining amount of Collections to the reduction of the outstanding principal amount of the Loans; Seventh to each Hedge Counterparty, any Hedge Breakage Costs due and manner Required Lenders deem appropriateowing under any Hedge Agreement; Eighth on a pari passu basis, all other amounts due and payable to the Backup Servicer and all other amounts due and payable to the Custodian; Ninth to the Servicer, all other amounts due and payable to the Servicer; Tenth to the Facility Agent, for the account of each Indemnified Party, on a pari passu basis, all other amounts due and payable to such Person on such date under this Agreement and any other Transaction Documents; and (vii) Eleventh the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan PapersSPV.

Order of Application. (a) a If no Default or Potential Default exists, payments, then payments and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may directdirect in writing. (b) b If a Default exists (or Potential Default existsif Borrower fails to give directions as permitted under SECTION 3.11(a)), then any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the ratable payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders Credit Parties have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause Documents; (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Total Principal Debt and L/C Fees (as used in this clause Debt; (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears ) to the total accrued ratable payment of any reimbursement obligation with respect to any LC issued pursuant to the Facility which is due and unpaid interest on payable and which remains unfunded by any Borrowing under the Principal Debt owed to Facility; PROVIDED THAT such payments shall be allocated ratably among Administrative Agent and all Lenders)Lenders which have funded their participation in such LC; (iv) to the ratable payment of the Total Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders)Debt; (v) to as a deposit with Administrative Agent Agent, for the account benefit of the applicable L/C IssuerCredit Parties, as security for, and to Cash Collateralize that portion of L/C provide for the payment of, any LC Exposure comprised as of the aggregate undrawn amount date of L/Cssuch application to the Obligation; and (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and . (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. c Subject to the provisions of Section 14 SECTION 13 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender Credit Party and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender Credit Party in accordance with the Agreement and the related Loan PapersDocuments.

Order of Application. (a) If So long as no Default or Potential Default existshas occurred and is continuing, payments, payments and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct; PROVIDED THAT, each such payment or prepayment (other than payments of fees payable solely to Administrative Agent or a specific Lender) shall be allocated to each Lender in the proportion that the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders under this Agreement (or any subfacility hereunder) in respect of which such payment was made. (b) If a Default or Potential Default existshas occurred and is continuing (or if Borrower fails to give directions as permitted under SECTION 3.11(a)), any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: : (i) to the ratable payment of all fees, reasonable expenses, and indemnities for which Administrative Agent has Agents or Lenders have not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (iiSECTION 3.11(b)(i), a “ratable payment” "RATABLE PAYMENT" for any Lender or any Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender or Agent bears to the total aggregate fees, expenses, and indemnities owed to all Lenders and Agents on such date of determination); ; (ii) to the Pro Rata payment of all accrued and unpaid interest on the Principal Debt; (iii) to the ratable payment of accrued any reimbursement obligation with respect to any LC which is due and unpaid interest on the Principal Debt payable and L/C Fees (as used in this clause (iii)which remains unfunded by any Borrowing; PROVIDED THAT, “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above payments shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement allocated ratably among LC Issuer and the related Loan Papers.Lenders which have funded their participation in such LC;

Order of Application. (a) If no Default All proceeds: (i) from each sale of, or Potential Default existsother realisation upon, payments, and prepayments all or any part of the Obligation Collateral by the Security Agent; (ii) from the Parent Guarantee; (iii) from the BULL Guarantee; (iv) from the BALL Guarantee; (v) received pursuant to Clause 26.2 (Parallel Debt (Covenant to pay the Security Agent)); (vi) received pursuant to the Assurance Letter and constituting the Release Fee or FMV Payment proceeds, shall be applied first as follows: (A) first, pro rata, to the reimbursable expenses of the Agent and Security Agent incurred in connection with such sale or other realisation upon the Collateral, until the same shall have been paid in full; (B) second, pro rata, to the fees and other reimbursable expenses of the Agent and Security Agent then duedue and payable pursuant to any of the Finance Documents, second until the same shall have been paid in full; (C) third, all reimbursable expenses, if any, of the Lenders then due and payable pursuant to accrued any of the Finance Documents, until the same shall have been paid in full; (D) fourth, to the Lenders in respect of fees due and payable under Clause 11 (Fees and expenses) and interest then due and payable on under the Principal Debtterms of this Agreement, and then until the same shall have been paid in full; (E) fifth, to the remaining Obligation Lenders in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied an amount equal to the Obligation in the following order: (i) to the payment sum of all fees, expenses, then due and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion payable principal amounts of the total fees, expenses, Secured Obligations and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued any due and unpaid interest accrued on the Principal Debt Secured Obligations of the Borrower, pro rata in proportion to the aggregate amounts thereof due to each Lender; (F) sixth, to the Lenders in the amount of any other Secured Obligations of the Borrower then due and L/C Fees (as used payable, pro rata in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which to the accrued and unpaid interest on the Principal Debt respective amounts thereof owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders)each Lender; and (ivG) to the ratable payment of the Principal Debt (as used in this clause (iv)seventh, “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawapplicable law. Subject to Section 2.3(c), All amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs allocated pursuant to clause (v) above the foregoing clauses third through sixth to the Lenders as a result of amounts owed to the Lenders under the Finance Documents shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains allocated among, and distributed to, the Lenders pro rata based on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to their participations within each Lender in accordance with the Agreement and the related Loan Papersclause.

Order of Application. (a) If no Default or Potential Default exists, payments, and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any Any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the ratable payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers Documents (as used in this clause (ii)SECTION 3.11, a “"ratable payment” " for any Lender or Administrative Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender or Administrative Agent bears to the total aggregate fees, expenses, fees and indemnities owed to all Lenders and Administrative Agent on such date of determination); (iiiii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees Aggregate Senior Secured Discount Note Stated Amount (as used in this clause (iiiSECTION 3.11), “"ratable payment” " means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt Senior Secured Discount Note owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt Aggregate Senior Secured Discount Note Stated Amount owed to all Lenders); (iviii) to the ratable payment of the Principal Debt Aggregate Senior Secured Discount Note Stated Amount (as used in this clause (iv)SECTION 3.11, “"ratable payment” means " means, for any Lender, on any date of determination, that proportion which the Principal Debt Senior Secured Discount Note Amount owed to such Lender bears to the Principal Debt Aggregate Senior Secured Discount Note Stated Amount owed to all Lenders); and (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (viiv) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 SECTION 12 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers.Documents. Senior Secured Term Loan

Order of Application. (a) If So long as no Default or Potential Default existshas occurred and is continuing, payments, payments and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. ; provided that, each such payment or prepayment (other than payments of fees payable solely to Administrative Agent or a specific Lender) shall be allocated to each Lender in the proportion that the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders under the 364-Day Facility (or Subfacility thereunder) in respect of which such payment was made. 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT 29 35 (b) If a Default or Potential Default existshas occurred and is continuing (or if Borrower fails to give directions as permitted under SECTION 3.11(A)), any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: : (i) to the ratable payment of all fees, expenses, fees and indemnities reasonable expenses for which Administrative Agent has Agents or Lenders have not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (iiSECTION 3.11(b)(i), a “"ratable payment” " for any Lender or any Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, fees and indemnities owed to such Lender or Agent bears to the total aggregate fees, expenses, fees and indemnities owed to all Lenders and Agents on such date of determination); ; (ii) to the Pro Rata payment of all accrued and unpaid interest on the Principal Debt; (iii) to the ratable payment of accrued and unpaid interest on the Swing Line Principal Debt which is due and L/C Fees (as used payable and which remains unfunded by any Borrowing under this Agreement; provided that, such payments shall be allocated among the Swing Line Lenders and the Lenders which have funded their participation in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Swing Line Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); Debt; (iv) to the ratable Pro Rata payment of the remaining Principal Debt in such order as Determining Lenders may elect (as used provided that, Determining Lenders will apply such proceeds in this clause (iv), “ratable payment” means for an order that will minimize any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all LendersConsequential Loss); and (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Determining Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 SECTION 10 and provided that Administrative Agent shall not in any event not be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Determining Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the this Agreement and the related Loan Papers.

Order of Application. (a) If no Default or Potential Default exists, payments, and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any Each payment or prepayment (including proceeds from the exercise of any Rights) of the Obligations shall be applied either (a) if no Event of Default or Potential Default has occurred and is continuing, then in the order and manner specified elsewhere herein, and if not so specified, then in the order and manner as the Borrower directs, or (b) if an Event of Default or Potential Default has occurred and is continuing or if the Borrower fails to the Obligation give any direction required under clause (a) above, then in the following order: (i) to the payment of all fees, expenses, and indemnities indemnified amounts for which the Administrative Agent has not been paid or reimbursed in accordance with the Loan PapersCredit Documents and, except while an Event of Default under Section 11.1 has occurred and is continuing, as to which the Borrower has been invoiced and has failed to pay within ten Business Days of that invoice; (ii) to the ratable payment of all fees, expenses, expenses and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) indemnified amounts for which Lenders have the LC Issuing Bank has not been paid or reimbursed in accordance with the Loan Papers (Credit Documents and, except while an Event of Default under Section 11.1 has occurred and is continuing, as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion to which the portion Borrower has been invoiced and has failed to pay within ten Business Days of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination)that invoice; (iii) to all fees, expenses and indemnified amounts for which any Lender has not been paid or reimbursed in accordance with the ratable Credit Documents (and if any payment is less than all unpaid or unreimbursed fees and expenses, then that payment shall be applied against unpaid and unreimbursed fees and expenses in the order of accrued incurrence or due date) and, except while an Event of Default under Section 11.1 has occurred and unpaid interest on the Principal Debt and L/C Fees (is continuing, as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion to which the accrued Borrower has been invoiced and unpaid interest on the Principal Debt owed has failed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders)pay within ten Business Days of that invoice; (iv) to accrued interest on the ratable payment principal amount of the Principal Debt (as used Borrower's reimbursement obligations outstanding in this clause (iv), “ratable payment” means for any Lender, on any date respect of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders)Letters of Credit; (v) to Administrative Agent for the account principal amount of the applicable L/C Issuer, to Cash Collateralize that portion Borrower's reimbursement obligations outstanding in respect of L/C Exposure comprised Letters of the aggregate undrawn amount of L/CsCredit; (vi) to the payment cash collateralization of the remaining Obligation Borrower's reimbursement obligations in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all respect of the Obligation has been indefeasibly LC Outstandings not paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on by deposit as of funds in the Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining Account; (vii) to accrued interest on the principal amount shall be applied of the Borrowings outstanding (on a ratable basis between Term Borrowings and Revolving Borrowings); (viii) to the other Obligation, if any, principal amount of the Borrowings outstanding (on a ratable basis between Term Borrowings and Revolving Borrowings) in such order as the Required Lenders may elect (but the Lenders agree to apply proceeds in an order that will minimize any Funding Loss); and (ix) to the remaining Obligations in the order set forth above. Subject to and manner the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papersdeem appropriate.

Order of Application. (a) If no Default Subject to applicable law and to the rights of any person with prior security or Potential Default existsprior claims, payments, and prepayments the proceeds of enforcement of the Obligation Transaction Security, all recoveries under the Existing Intercreditor Agreement and all recoveries by the Security Agent under guarantees of the Debt shall be applied first paid to fees then due, second to accrued interest then due and payable on the Principal Debt, and then or to the remaining Obligation in order of the order and manner as Borrower may directSecurity Agent. (b) If a Default or Potential Default existsSubject to the proviso below, any payment or prepayment (including the proceeds from the exercise of enforcement of any Rights) Transaction Security, all recoveries under the Existing Intercreditor Agreement, all recoveries under any guarantee of the Debt and all other amounts paid to and or received by the Security Agent under this Agreement shall be applied to the Obligation in the following order: : (i) to the First, in payment of all the fees, expensescosts, expenses and indemnities for which Administrative liabilities (and all interest thereon as provided in the Finance Documents) of the Agent, the Security Agent has not been paid and any Receiver, Delegate, attorney or reimbursed agent appointed under the Transaction Security Documents or this Agreement in accordance with the Loan Papers; terms of the relevant Finance Document and in payment to the Notes Trustee in respect of the Notes Trustee Ordinary Course Amounts owing to it pari passu between such parties; (ii) to the ratable Second, in payment of all fees, expenses, the balance of the costs and indemnities expenses of each RCF Creditor (other than L/C fees set forth the Security Agent, any Receiver or Delegate) and each Notes Creditor in Section 5.3 hereof connection with such enforcement, recovery or other payment pari passu between such parties; (collectivelyiii) Third, “L/C Fees”)) in payment to the Agent for which Lenders have not been paid or reimbursed application towards the balance of the RCF Debt in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” RCF Finance Documents and the Notes Trustee for any Lender shall be, on any date of determination, that proportion which application towards the portion balance of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Principal Notes Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement Notes Documents pari passu between such parties; (iv) Fourth, after the RCF Discharge Date and the related Loan PapersNotes Discharge Date, in payment of the surplus (if any) to the relevant Obligors or other person entitled to it, provided that no recoveries shall be distributed to any Agent, the Notes Trustee, the Security Agent or Creditor (for the purposes of this Clause 14, each, a “Beneficiary”) in accordance with the above provisions to the extent any such distribution would cause any Beneficiary to receive an amount greater than that to which it is entitled having regard to any applicable limitation in any relevant Transaction Security Document or guarantee on the amount or nature of the Liabilities owing to such Beneficiary which is intended to be secured under that Transaction Security Document or guaranteed under that guarantee. (c) Subject to applicable law and to the rights of any person with prior security or prior claims, no such proceeds or amounts shall be applied in payment of any amounts specified in any of the sub-paragraphs in paragraph (b) above until all amounts specified in any earlier sub-paragraph which are outstanding at the time of any application of proceeds have been paid in full.

Order of Application. (aA) If no Default or Potential Default exists, payments, Payments and prepayments of the Obligation shall be applied first (except as may be otherwise required by applicable Legal Requirements) in the order and manner specified in this Agreement; provided, however, if no order is otherwise specified and no Potential Default or Event of Default exists, payments and prepayments of the Obligation shall be applied (except as may be otherwise required by applicable Legal Requirements) first, to fees then duefees, second second, to accrued interest then due and payable on the Total Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (bB) If a Potential Default or Potential Event of Default existsexists (or if Borrower fails to give directions as permitted under SECTION 3.11(A)), any payment or prepayment (including proceeds from the exercise of any Rightsrights) shall be applied to the Obligation in the following order: (i) to the ratable payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders Credit Parties have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause Documents; (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Total Principal Debt and L/C Fees (as used in this clause Debt; (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears ) to the total accrued ratable payment of any reimbursement obligation with respect to any LC issued pursuant to the Facility which is due and unpaid interest on payable and which remains unfunded by any Borrowing under the Principal Debt owed to all Lenders)Facility; provided that such payments shall be allocated ratably among Administrative Agent and Lenders which have funded their participation in such LC; (iv) to the ratable payment of the Total Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders)Debt; (v) to as a deposit with Administrative Agent Agent, for the account benefit of the applicable L/C IssuerCredit Parties, as security for, and to Cash Collateralize that portion of L/C Exposure comprised of provide for the aggregate undrawn amount of L/Cspayment of, any reimbursement obligations, if any, thereafter arising with respect to any issued and outstanding LCs issued pursuant to the Facility; and (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and . (viiC) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 SECTION 13 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender Credit Party and may suspend all payments or seek appropriate relief (including, without limitation, including instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender Credit Party in accordance with the Agreement and the related Loan PapersDocuments.

Order of Application. (a) If no Default or Potential Default exists, payments, Payments and prepayments of the Obligation shall be applied first in the order and manner specified in this Agreement; provided, however, if no order is otherwise specified and no Potential Default or Event of Default exists, payments and prepayments of the Obligation shall be applied first, to fees then duefees, second second, to accrued interest then due and payable on the Total Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Potential Default or Potential Event of Default existsexists (or if Borrower fails to give directions as permitted under SECTION 3.7(a)), any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the ratable payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders Credit Parties have not been paid or reimbursed in accordance LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT with the Loan Papers (as used in this clause Documents; (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Total Principal Debt and L/C Fees (as used in this clause Debt; (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Total Principal Debt (as used in this clause Debt; and (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and . (viic) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 SECTION 12 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender Credit Party and may suspend all payments or seek appropriate relief (including, without limitation, including instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender Credit Party in accordance with the this Agreement and the related Loan PapersDocuments.

Order of Application. All proceeds: (a) If no Default from each sale of, or Potential Default existsother realisation upon, payments, and prepayments all or any part of the Obligation Collateral by the Security Agent; (b) from the Parent Guarantee; (c) from the BULL Guarantee; (d) received pursuant to Clause 26.2 (Parallel Debt (Covenant to pay the Security Agent)); (e) received pursuant to the Assurance Letter and constituting the Release Fee or FMV Payment proceeds, shall be applied first as follows: (i) first, pro rata, to the reimbursable expenses of the Agent and Security Agent incurred in connection with such sale or other realisation upon the Collateral, until the same shall have been paid in full; (ii) second, pro rata, to the fees and other reimbursable expenses of the Agent and Security Agent then duedue and payable pursuant to any of the Finance Documents, second until the same shall have been paid in full; (iii) third, all reimbursable expenses, if any, of the Lenders then due and payable pursuant to accrued any of the Finance Documents, until the same shall have been paid in full (iv) fourth, to the Lenders in respect of fees due and payable under Clause 11 (Fees and expenses) and interest then due and payable on under the Principal Debtterms of this Agreement, and then until the same shall have been paid in full (v) fifth, to the remaining Obligation Lenders in an amount equal to the order sum of all then due and manner as Borrower may direct. (b) If a Default or Potential Default existspayable principal amounts of the Secured Obligations, any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued due and unpaid interest accrued on the Principal Debt and L/C Fees (as used Secured Obligations of the Borrower \, pro rata in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed aggregate amounts thereof due to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any each Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; ; (vi) sixth, to the payment Lenders in the amount of any other Secured Obligations of the remaining Obligation Borrower then due and payable, pro rata in proportion to the order and manner Required Lenders deem appropriate; and respective amounts thereof owed to each Lender; (vii) seventh, the balance, if any, after all of the Obligation has Secured Obligations of the Borrower have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawapplicable law. Subject to Section 2.3(c), All amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs allocated pursuant to clause (v) above the foregoing clauses third through sixth to the Lenders as a result of amounts owed to the Lenders under the Finance Documents shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains allocated among, and distributed to, the Lenders pro rata based on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to their participations within each Lender in accordance with the Agreement and the related Loan Papersclause.

Order of Application. The Servicer shall distribute the funds relating to each Receivable Pool and any Cap Payments or Net Swap Payments by Hedge Counterparties, if any, received since the prior Cut-Off Date (a) If no Default any Cap Payments or Potential Default exists, payments, and prepayments of the Obligation Net Swap Payments shall be applied first deemed to fees then due, second relate to accrued interest then due the ISC Receivable Pool and payable Lease Receivable Pool ratably based on the Principal DebtPurchasers’ Pool Investment in respect of such Receivable Pool) required to be distributed pursuant to this Section 3.1 with respect to any Settlement Period, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: order of priority: (i) to the payment Collateral Agent and the Administrative Agent in respect of all fees, expenses, expenses and indemnities for which Indemnified Amounts payable to the Collateral Agent and the Administrative Agent has not been paid or reimbursed (solely in their capacities as such) under this Agreement and the other Transaction Documents and allocated to such Receivable Pool in accordance with Section 8.2; provided, that, the Loan Papers; aggregate amount paid under this Section 3.1(d)(i) shall not exceed $600,000 in any calendar year; (ii) on a pari passu basis, (x) to the ratable payment Administrative Agent in respect of such Receivable Pool (in the case of Fees) and each Purchaser Agent (in the case of Yield and Fees) ratably (based on the aggregate accrued and unpaid Yield and Fees payable to them and the members of their respective Purchaser Groups) Yield accrued and unpaid on all fees, expenses, Rate Tranches relating to such Receivable Pool for the Purchasers in its Purchaser Group howsoever funded or maintained during the related Settlement Period and indemnities to the accrued and unpaid Fees relating to such Receivable Pool for its Purchaser Group (other than L/C fees set forth or for itself in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion case of the total feesAdministrative Agent) and (y) to the applicable Hedge Counterparties, expenses, and indemnities owed any Net Swap Payments required to be paid by the Sellers to such Lender bears Hedge Counterparties pursuant to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); any Hedge Transactions that are interest rate swaps; (iii) to the ratable payment Servicer, such Receivable Pool’s Pro Rata Share of all accrued and unpaid interest Servicing Fee (if the Servicer is not Sprint Spectrum or an Affiliate of Sprint Corporation); (iv) on a pari passu basis, (x) to each Purchaser Agent ratably (based on their respective Purchaser Group Investments) in respect of such Receivable Pool, to the Principal Debt reduction of the Purchasers’ Pool Investment in respect of such Receivable Pool (A) if clause (B) below does not then apply, to the extent such reduction is required under Section 3.1(c) or 3.2(b) or (B) during the Liquidation Period or during the continuance of an Event of Termination, Collection Control Event, or a Non-Reinvestment Event, (1) first, to reduce the Purchasers’ Pool Investment in respect of such Receivable Pool to zero, and L/C Fees (as used 2) second, then to reduce the Purchasers’ Pool Investment in respect of the other Receivable Pool to zero; provided, that for the avoidance of doubt, any amounts paid to any Purchaser Agent pursuant to this clause (iii), “ratable payment” means, for any Lender, on any date iv)(x) shall be applied in reduction of determination, that proportion which the accrued Investment of the relevant Purchasers in such Purchaser Agent’s Purchaser Group and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (ivy) to the ratable payment of applicable Hedge Counterparties, any Senior Hedge Breakage required to be paid by the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed Sellers to such Lender bears Hedge Counterparties pursuant to the Principal Debt owed to all Lenders); any Hedge Transactions that are interest rate swaps; (v) to Administrative Agent for the account of Cap Reserve Account, an amount equal to the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; Cap Deficiency Amount (if any); (vi) to the payment extent not paid pursuant to Section 3.1(d)(i) above, to the Collateral Agent and the Administrative Agent in respect of all expenses and Indemnified Amounts payable to the remaining Obligation Collateral Agent and the Administrative Agent (solely in their capacities as such) under this Agreement and the order other Transaction Documents and manner Required Lenders deem appropriate; and allocated to such Receivable Pool in accordance with Section 8.2; (vii) to each Purchaser Agent ratably (based on the balanceaggregate accrued and unpaid Obligations owing to their respective Purchaser Groups) all accrued and unpaid Obligations owed to any Affected Parties in such Purchaser Agent’s Purchaser Group (x) first, to the unpaid Obligations to the extent that such Obligations have been allocated to such Receivable Pool in accordance with Section 8.2, and (y) second, to the unpaid Obligations to the extent that such Obligations have been allocated to the other Receivable Pool; (viii) to the Seller Hedge Maintenance Accounts, an amount equal to the excess, if any, after all of the Obligation has been indefeasibly aggregate amount of any collateral posting obligations of the Sellers under each Hedge Transaction, over the amount of funds in the Borrower Hedge Maintenance Accounts available for such purpose; (ix) to the applicable Hedge Counterparties, any Subordinated Hedge Breakage required to be paid in fullby the Sellers to such Hedge Counterparties pursuant to any Hedge Transactions that are interest rate swaps; and (x) to the Servicer (x) first, to Borrower or as otherwise required by Law. Subject accrued and unpaid Servicing Fee relating to Section 2.3(c)such Receivable Pool in an amount equal to such Receivable Pool’s Pro Rata Share of such Servicing Fee and (y) second, amounts used to Cash Collateralize the aggregate undrawn accrued and unpaid Servicing Fee in an amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied equal to the other Obligation, Receivable Pool’s Pro Rata Share of such Servicing Fee (in each case if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders Servicer is Sprint Spectrum or an action in the nature Affiliate of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan PapersSprint Corporation).

Order of Application. (a) If no Default All proceeds: (i) from each sale of, or Potential Default existsother realisation upon, payments, and prepayments all or any part of the Obligation Collateral in relation to a Facility A Aircraft by the Security Agent; (ii) from the Parent Guarantee as they relate to the Facility A Loan; (iii) from the BALL Guarantee as they relate to the Facility A Loan; (iv) from the BHL Guarantee as they relate to the Facility A Loan; (v) received pursuant to Clause 26.2 (Parallel Debt (Covenant to pay the Security Agent)) as they relate to the Facility A Loan; (vi) received pursuant to the Assurance Letter and constituting the Release Fee or FMV Payment proceeds in relation to a Facility A Aircraft, shall be applied first as follows: (A) first, pro rata, to the reimbursable expenses of the Agent and Security Agent incurred in connection with such sale or other realisation upon the Collateral, until the same shall have been paid in full; (B) second, pro rata, to (i) the fees and other reimbursable expenses of the Agent and Security Agent then duedue and payable pursuant to any of the Finance Documents until the same shall have been paid in full and (ii) any fees and other reimbursable expenses of the Agent and Security Agent then due and payable pursuant to any of the Finance Documents (as each such capitalised term is defined in the BALL Facility Agreement), second until the same shall have been paid in full and (iii) any fees and other reimbursable expenses of the Agent and Security Agent then due and payable pursuant to accrued any of the Finance Documents (as each such capitalised term is defined in the BHL Facility Agreement), until the same shall have been paid in full; (C) third, all reimbursable expenses, if any, of (i) the Lenders then due and payable pursuant to any of the Finance Documents, (ii) the Lenders due and payable pursuant to any of the Finance Documents (as each such capitalised term is defined in the BALL Facility Agreement), until the same shall have been paid in full and (iii) the Lenders due and payable pursuant to any of the Finance Documents (as each such capitalised term is defined in the BHL Facility Agreement), until the same shall have been paid in full; (D) fourth, to (i) the Lenders in respect of fees due and payable under Clause 11 (Fees and expenses) and interest then due and payable on under the Principal Debtterms of this Agreement, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment Lenders (as defined in the BALL Facility Agreement) fees due and payable under clause 11 (Fees and expenses) of all feesthe BALL Facility Agreement and interest then due and payable under the terms of the BALL Facility Agreement, expensesin each case, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders until the same shall have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, full and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment Lenders (as defined in the BHL Facility Agreement) fees due and payable under clause 11 (Fees and expenses) of accrued the BHL Facility Agreement and interest then due and payable under the terms of the BHL Facility Agreement, in each case, until the same shall have been paid in full; (E) fifth, to the Lenders, the Lenders (as defined in the BALL Facility Agreement) and the Lenders (as defined in the BHL Facility Agreement) in an amount equal to the sum of all then due and payable principal amounts of the Secured Obligations and any due and unpaid interest accrued on the Principal Debt and L/C Fees Secured Obligations, pro rata in proportion to the aggregate amounts thereof due to each Lender, any Lender (as used defined in this clause the BALL Facility Agreement) and any Lender (iiias defined in the BHL Facility Agreement); (F) sixth, “ratable payment” meansto the Lenders, for the Lenders (as defined in the BALL Facility Agreement) and the Lenders (as defined in the BHL Facility Agreement) in the amount of any Lenderother Secured Obligations then due and payable, on any date of determination, that pro rata in proportion which to the accrued and unpaid interest on the Principal Debt respective amounts thereof owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders)each Lender; and (ivG) to the ratable payment of the Principal Debt (as used in this clause (iv)seventh, “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawapplicable law. Subject to Section 2.3(c), All amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs allocated pursuant to clause the foregoing clauses third through sixth to the Lenders, the Lenders (as defined in the BALL Facility Agreement) or the Lenders (as defined in the BHL Facility Agreement) as a result of amounts owed to the Lenders under the Finance Documents, the Lenders (as defined in the BALL Facility Agreement) under the Finance Documents (as defined in the BALL Facility Agreement) or the Lenders (as defined in the BHL Facility Agreement) under the Finance Documents (as defined in the BHL Facility Agreement) shall be allocated among, and distributed to, the Lenders, the Lenders (as defined in the BALL Facility Agreement) and the Lenders (as defined in the BHL Facility Agreement) pro rata based on their participations within each clause. (b) All proceeds: (i) from each sale of, or other realisation upon, all or any part of the Collateral in relation to a Facility B Aircraft by the Security Agent; (ii) from the Parent Guarantee as they relate to the Facility B Loan; (iii) from the BALL Guarantee as they relate to Facility B Loan; (iv) from the BHL Guarantee as they relate to Facility B Loan; (v) above received pursuant to Clause 26.2 (Parallel Debt (Covenant to pay the Security Agent)) as they relate to the Facility B Loan; (vi) received pursuant to the Assurance Letter and constituting the Release Fee or FMV Payment proceeds as they relate to a Facility B Aircraft, shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expiredfollows: (A) first, such remaining amount shall be applied pro rata, to the reimbursable expenses of the Agent and Security Agent incurred in connection with such sale or other Obligationrealisation upon the Collateral of that Facility B Aircraft, until the same shall have been paid in full; (B) second, pro rata, to the fees and other reimbursable expenses of the Agent and Security Agent then due and payable pursuant to any of the Finance Documents in relation to the Facility B Loan, until the same shall have been paid in full; (C) third, all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Finance Documents in relation to the Facility B Loan, until the same shall have been paid in full; (D) fourth, to the Lenders in respect of fees due and payable under Clause 11 (Fees and expenses) and interest then due and payable under the terms of this Agreement in relation to the Facility B Loan, until the same shall have been paid in full; (E) fifth, to the Lenders in an amount equal to the sum of all then due and payable principal amounts of the Facility B Secured Obligations, any due and unpaid interest accrued on the Facility B Secured Obligations, pro rata in proportion to the aggregate amounts thereof due to each Lender; (F) sixth, to the Lenders in the order set forth above. Subject amount of any other Facility B Secured Obligations then due and payable, pro rata in proportion to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such respective amounts thereof owed to each Lender Lender; (G) seventh, the balance, if any, after all of the Facility B Secured Obligations have been indefeasibly paid in accordance with full, to the Agreement Borrower or as otherwise required by applicable law. All amounts allocated pursuant to the foregoing clauses third through sixth to the Lenders as a result of amounts owed to the Lenders under the Finance Documents shall be allocated among, and distributed to, the related Loan PapersLenders pro rata based on their participations within each clause.

Order of Application. (a) If no Default or Potential Default exists, payments, and prepayments Subject to the terms of the Obligation shall be applied first to fees then due, second to accrued interest then due Intercreditor Agreement and payable on the Principal Debt, and then application of the enforcement proceeds to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) shall amounts required to be applied to the Obligation repayment of indebtedness secured by a prior Lien on such Collateral, including the prior repayment of all Priority Lien Obligations, if, upon the enforcement by the Collateral Trustee of any default remedy set forth in any Security Document, any Collateral is sold in foreclosure of such security interest or is otherwise collected or realized upon by the Collateral Trustee, the proceeds received by the Collateral Trustee from such enforcement will be distributed by the Collateral Trustee in the following order: order of application: (i) FIRST, to the payment of all amounts payable under the Security Documents securing the Note Obligations on account of the Collateral Trustee’s and the Note Trustee’s fees and any reasonable legal fees, expensescosts and expenses or other liabilities of any kind incurred by the Collateral Trustee or any co-trustee or agent of the Collateral Trustee in connection with any such Security Document, including amounts reasonably necessary to provide for the expenses of the Collateral Trustee in maintaining and indemnities disposing of the Collateral; (ii) SECOND, to the Note Trustee for which Administrative Agent has not been paid or reimbursed application, in accordance with the Loan Papers; clauses (i) and (ii) to the ratable payment of all feesthis Section 11.02, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of all Note Obligations until all Note Obligations have been paid in full; and (iii) THIRD, any surplus remaining after the remaining Obligation payment in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after full in cash of all of the Obligation has been indefeasibly Note Obligations shall be paid in fullto the Issuer or the applicable Guarantor, as the case may be, its successors or assigns, or to Borrower whomsoever may be lawfully entitled to receive the same, or as otherwise required by Lawa court of competent jurisdiction may direct. Subject to Nothing in this Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope11.02 is intended to, or priority will, permit the existence or incurrence of any interest or entitlement of Lien (including any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleaderPriority Lien) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papersthat is not otherwise a Permitted Lien under this Indenture.

Order of Application. (a) If no Default or Potential Default exists, payments, and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any Each payment or prepayment (including proceeds from the exercise of any Rights) of the Obligations shall be applied either (a) if no Event of Default or Potential Default has occurred and is continuing, then in the order and manner specified elsewhere herein, and if not so specified, then in the order and manner as the Borrower directs, or (b) if an Event of Default or Potential Default has occurred and is continuing or if the Borrower fails to the Obligation give any direction required under clause (a) above, then in the following order: (i) to the payment of all fees, expenses, and indemnities indemnified amounts for which the Administrative Agent has not been paid or reimbursed in accordance with the Loan PapersCredit Documents and, except while an Event of Default under Section 10.1 has occurred and is continuing, as to which the Borrower has been invoiced and has failed to pay within ten Business Days of that invoice; (ii) to the ratable payment of all fees, expenses, expenses and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) indemnified amounts for which Lenders have any Lender has not been paid or reimbursed in accordance with the Loan Papers Credit Documents (and if any payment is less than all unpaid or unreimbursed fees and expenses, then that payment shall be applied against unpaid and unreimbursed fees and expenses in the order of incurrence or due date) and, except while an Event of Default under Section 10.1 has occurred and is continuing, as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion to which the portion Borrower has been invoiced and has failed to pay within ten Business Days of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination)that invoice; (iii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees principal amount of the Borrowings outstanding, (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears D) to the total accrued and unpaid interest on principal amount of the Principal Debt owed Borrowings outstanding in such order as the Required Lenders may elect (but the Lenders agree to all Lendersapply proceeds in an order that will minimize any Funding Loss); and (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation Obligations in the order and manner the Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers.

Order of Application. Subject to the rights of creditors mandatorily preferred by law applying to companies generally and Clause 15.2 (Prospective liabilities) and Clause 15.3 (Treatment of RCF Cash Cover and Revolving Facility Cash Collateral), all amounts from time to time received or recovered by the Security Trustee pursuant to the terms of any Debt Document or in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this Clause 15, the “Recoveries”) shall be held by the Security Trustee on trust to apply them at any time as the Security Trustee (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 15), in the following order of priority: (a) If no Default first, (i) in discharging any sums owing to the Security Trustee, any Receiver or Potential Default exists, payments, and prepayments any Delegate; (ii) in payment to each Revolving Agent on its own behalf for application towards the discharge of the Obligation shall be applied first Revolving Agent Liabilities (in accordance with the terms of the Revolving Facility Documents); (iii) in payment to fees then dueeach Senior Secured Notes Trustee on its own behalf for application towards the discharge of the Senior Secured Notes Trustee Liabilities (in accordance with the Senior Secured Notes Documents); and (iv) in payment to each Senior Unsecured Notes Trustee on its own behalf for application towards the discharge of the Senior Unsecured Notes Trustee Liabilities (in accordance with the Senior Unsecured Notes Documents), second to accrued interest then due on a pro rata basis and payable on the Principal Debtranking pari passu between paragraphs (i), (ii), (iii) and then to the remaining Obligation in the order and manner as Borrower may direct.(iv) above; (b) If a Default or Potential Default existssecond, any in payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: to: (i) to each Revolving Agent on behalf of the payment of all feesRevolving Lenders; and (ii) the Hedge Counterparties, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed application towards the discharge of: (A) the Revolving Creditor Liabilities (in accordance with the Loan Papersterms of the Revolving Facility Documents); and (iiB) the Priority Hedging Liabilities (on the basis that the maximum amount of Priority Hedging Liabilities that a Hedge Counterparty may claim for is limited to its Allocated Amount), on a pro rata basis between paragraphs (A) and (B) above; (c) third, in payment to each Senior Secured Notes Trustee on behalf of the ratable payment of all fees, expenses, and indemnities Senior Secured Noteholders for application (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion terms of the total feesSenior Secured Notes Documents) towards the discharge of the Senior Secured Notes Liabilities on a pro rata basis; (d) fourth, expenses, and indemnities owed to such Lender bears in payment to the total aggregate feesHedge Counterparties for application towards the discharge of the Non Priority Hedging Liabilities on a pro rata basis; (e) fifth, expenses, and indemnities owed to all Lenders on such date of determination); (iii) in payment to the ratable payment of accrued and unpaid interest Senior Unsecured Notes Trustee on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment behalf of the Principal Debt Senior Unsecured Noteholders for application (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which accordance with the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account terms of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised Senior Unsecured Notes Documents) towards the discharge of the aggregate undrawn amount of L/Cs; Senior Unsecured Notes Guarantee Liabilities on a pro rata basis; (vif) to the payment sixth, if none of the remaining Obligation Debtors is under any further actual or contingent liability under any Revolving Facility Document, Hedging Agreement or Senior Secured Notes Document, in payment to any person to whom the order and manner Required Lenders deem appropriateSecurity Trustee is obliged to pay in priority to any Debtor; and and (viig) seventh, the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied payment to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papersrelevant Debtor.

Order of Application. (a) If no Default or Potential Default exists, payments, and prepayments Any prepayment of the Obligation Loan pursuant to Sections 4.3.2, 4.3.3, 4.3.4 or 4.3.5 shall be applied first to fees Term Loan A and Term Loan B, with any balance to the Revolving Loan and, only in the case of prepayments under Sections 4.3.3 (Net Asset Sale Proceeds) and 4.3.4 (Net Debt Proceeds), to the permanent reduction of the Revolving Loan Commitments whether or not any Revolving Loan is then dueoutstanding. Prepayments of Term Loan A and Term Loan B made pursuant to Sections 4.3.2, second to accrued interest then due and payable on the Principal Debt4.3.3, and then 4.3.4, 4.3.5 or 4.4 shall be applied pro rata to the remaining Obligation in amortization installments pursuant to Section 4.2.1 or 4.2.2, as the order case may be, and manner shall be allocated between Term Loan A and Term Loan B (and between Term Loan A1 and Term Loan A2 and between Term Loan B1 and Term Loan B2) pro rata based on the relative outstanding principal amounts thereof, except as provided below. Any Lender who does not wish to receive a prepayment of Term Loan B under Sections 4.3 or 4.4 must notify the Agent and the Borrower may direct. (b) within two Banking Days after receipt of notice of such proposed prepayment. If a Default or Potential Default existsthe Borrower accepts such Lender's election not to receive such prepayment of Term Loax X, xhe portion of the Net Asset Sale Proceeds that would have been applied to the repayment of the portion of Term Loan B held by such Lender shall instead be applied to the repayment of Term Loan A. If the Borrower does not accept such Lender's election not to receive such prepayment of Term Xxxx X, the Borrower shall promptly provide notice thereof to such Lender and the Agent, and shall allocate such prepayments between Term Loan A and Term Loan B pro rata based on the relative outstanding principal amounts thereof. Subject to the foregoing, any payment or prepayment (including proceeds from of the exercise Loan shall be applied first to the portion of the Loan not then subject to LIBOR Pricing Options, then the balance of any Rights) such prepayment shall be applied to the Obligation in the following order: (i) to the payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed Loan then subject to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if anyLIBOR Pricing Options, in the chronological order set forth above. Subject to of the provisions of respective maturities thereof (or as the Borrower may otherwise specify in writing), together with any payments required by Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers3.2.4.

Order of Application. Subject to Clause 15.2 (Prospective liabilities), all amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Debt Document or in connection with the realisation or enforcement of all or any part of the Transaction Security (for the purposes of this Clause 15, the Recoveries) shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the provisions of this Clause 15), in the following order of priority: (a) If no Default to the Security Agent for payment of any fees, costs, expenses, liabilities and indemnities owing to the Security Agent (other than pursuant to Clause 18.2 (Parallel debt)), any Receiver or Potential Default exists, payments, any Delegate and prepayments to the Creditor Representatives for payment of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct.Creditor Representative Amounts; (b) If a Default in discharging all costs and expenses incurred by any Primary Creditor in connection with any realisation or Potential Default exists, any payment or prepayment (including proceeds from enforcement of the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed Transaction Security taken in accordance with the Loan Papers; terms of this Agreement or any action taken at the request of the Security Agent under Clause 7.6 (iiFurther assurance – Insolvency Event) on a pro rata basis between them; (c) in payment or distribution to each Creditor Representative in respect of a Credit Facility on its own behalf and on behalf of the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) Credit Facility Creditors for which Lenders have not been paid or reimbursed it is the Creditor Representative for application towards the discharge of the Credit Facility Liabilities (in accordance with the Loan Papers terms of the Credit Facility Documents) on a pro rata basis between Credit Facility Liabilities incurred under separate Credit Facility Agreements; (as used d) in this clause payment or distribution to the Creditor Representatives in respect of any Pari Passu Debt Liabilities on its own behalf and on behalf of the Pari Passu Debt Creditors for which it is the Creditor Representative for application towards the discharge of: (i) the Pari Passu Debt Liabilities (in accordance with the terms of the relevant Pari Passu Debt Documents) on a pro rata basis between Pari Passu Debt Liabilities under separate Pari Passu Facility Agreements; and (ii) the Pari Passu Debt Liabilities (in accordance with the terms of the relevant Pari Passu Debt Documents) on a pro rata basis between Pari Passu Debt Liabilities under separate Pari Passu Note Indentures, on a pro rata basis between sub-paragraphs (i) and (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion ; (e) if none of the total fees, expenses, and indemnities owed Debtors is under any further actual or contingent liability under any Credit Facility Document or Pari Passu Debt Document in payment or distribution to such Lender bears any person to whom the total aggregate fees, expenses, and indemnities owed Security Agent is obliged under applicable laws to all Lenders on such date of determination)pay or distribute in priority to any Debtor; and (iii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (viif) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower payment or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied distribution to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papersrelevant Debtor.

Order of Application. (a) If So long as no Default or Potential Default existshas occurred and is continuing, payments, payments and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct; PROVIDED THAT, each such payment or prepayment (other than payments of fees payable solely to Administrative Agent or a specific Lender) shall be allocated to each Lender in the proportion that the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders under this Agreement (or any subfacility hereunder) in respect of which such payment was made. (b) If a Default or Potential Default existshas occurred and is continuing (or if Borrower fails to give directions as permitted under SECTION 3.11(a)), any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: : (i) to the payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, reasonable expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Agents or Lenders have not been paid or reimbursed in accordance with the Loan Papers 364-DAY REVOLVING CREDIT AGREEMENT Papers; (as used in this clause (iiSECTION 3.11(b)(i), a “ratable payment” "RATABLE PAYMENT" for any Lender or any Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender or Agent bears to the total aggregate fees, expenses, and indemnities owed to all Lenders and Agents on such date of determination); ; (iiiii) to the ratable Pro Rata payment of all accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause Debt; (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable Pro Rata payment of the remaining Principal Debt in such order as Determining Lenders may elect (as used PROVIDED THAT, Determining Lenders will apply such proceeds in this clause an order that will minimize any Consequential Loss); and (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Determining Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 SECTION 10 and provided that Administrative Agent shall not in any event not be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Determining Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the this Agreement and the related Loan Papers.

Order of Application. (a) If no Default or Potential Default exists, payments, and prepayments of the Obligation any payment shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may directprovided in this Agreement. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the payment of all fees, expenses, fees and indemnities expenses for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used and if such payment is less than all unpaid or unreimbursed fees and expenses, then the payment shall be paid against unpaid and unreimbursed fees and expenses in this clause the order of incurrence or due date); (ii), a “ratable payment” for any Lender shall be, ) to accrued interest on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination)Principal Debt; (iii) to the ratable payment Principal of accrued and unpaid interest on Debt outstanding under the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders)Swing Line Subfacility; (iv) to any LC reimbursement obligations that are due and payable and that remain unfunded by any Borrowing under the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders)Facility; (v) to Administrative Agent for the account of the applicable L/C IssuerPrincipal Debt, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to as a deposit with Administrative Agent, for the benefit of Lenders, as security for and payment of the remaining Obligation any subsequent LC reimbursement obligations; (vii) ratably to Hedging Obligations and obligations of Borrower or any Company to any Lender in the order and manner Required Lenders deem appropriaterespect of treasury management services or other banking services; and (viiviii) the balance, if any, after all of the Obligation has Obligation, Hedging Obligations and such other obligations have been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject , provided, however, that (A) with respect to Section 2.3(c)any Guarantor, amounts used to Cash Collateralize no proceeds of any guarantee made by such Guarantor and no proceeds of the aggregate undrawn amount Collateral of L/Cs pursuant to clause (v) above such Guarantor shall be applied to satisfy drawings under any Excluded Hedging Obligation of such L/Cs as they occur. If Guarantor, and (B) after giving effect to clause (A), any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount proceeds shall be applied reallocated in order to effect a ratable distribution among the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papersdescribed above.

Order of Application. (a) If Payments and prepayments of the Obligation shall be applied in the order and manner specified in this Agreement; PROVIDED, HOWEVER, if no order is otherwise specified and no Default or Potential Default existshas occurred and is continuing, payments, payments and prepayments of the Obligation shall be applied first to fees then duefees, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default existshas occurred and is continuing (or if Borrower fails to give directions as permitted under SECTION 3.11(a)), any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation and the Revolver/ Acquisition Obligation in the following order: (i) to the payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Agents, Revolver/ Acquisition Agents, Lenders, or Revolver/Acquisition Lenders have not been paid or reimbursed in accordance with the Loan Papers or the Revolver/Acquisition Loan Papers (as used in this clause (iiSECTION 3.11(b)(i), a “ratable payment” "RATABLE PAYMENT" for any Lender Lender, any Revolver/Acquisition Lender, any Revolver/Acquisition Agent, or any Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender Lender, such Revolver/Acquisition Lender, such Revolver/Acquisition Agent, or such Agent bears to the total aggregate fees, expenses, fees and indemnities owed to all Lenders Lenders, Revolver/Acquisition Lenders, Revolver/Acquisition Agents, or Agents on such date of determination); (iiiii) to the ratable payment of accrued and unpaid interest on the Principal Debt and Lthe Revolver/C Fees Acquisition Principal Debt (as used in this clause (iiiSECTION 3.11(b)(ii), “ratable payment” "RATABLE PAYMENT" means, for any Lender or Revolver/Acquisition Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt or the Revolver/Acquisition Principal Debt [as the case may be] owed to such Lender or Revolver/Acquisition Lender bears to the total accrued and unpaid interest on under the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers.

Order of Application. (a) If no Default or Potential Default exists, payments, and prepayments of the Obligation any payment shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may directprovided in this Agreement. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the payment of all fees, expenses, fees and indemnities expenses for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used and if such payment is less than all unpaid or unreimbursed fees and expenses, then the payment shall be paid against unpaid and unreimbursed fees and expenses in this clause the order of incurrence or due date); (ii), a “ratable payment” for any Lender shall be, ) to accrued interest on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination)Principal Debt; (iii) to the ratable payment Principal of accrued and unpaid interest on Debt outstanding under the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders)Swing Line Subfacility; (iv) to any LC reimbursement obligations that are due and payable and that remain unfunded by any Borrowing under the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders)Facility; (v) to Administrative Agent for the account of the applicable L/C Issuerratably, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (viI) to the Principal Debt, (II) to Administrative Agent, as a deposit for the benefit of Lenders, as security for and payment of the remaining Obligation any subsequent LC reimbursement obligations, (III) ratably, to Hedging Obligations and (IV) ratably, to obligations of Borrower or any Company to any Lender (or its applicable Affiliate that provided such services) in the order and manner Required Lenders deem appropriaterespect of Cash Management Obligations; and (viivi) the balance, if any, after all of the Obligation has Obligation, Hedging Obligations, Cash Management Obligations and such other obligations, including other banking services, have been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject , provided, however, that (A) with respect to Section 2.3(c)any Guarantor, amounts used to Cash Collateralize no proceeds of any guarantee made by such Guarantor and no proceeds of the aggregate undrawn amount Collateral of L/Cs pursuant to clause (v) above such Guarantor shall be applied to satisfy drawings under any Excluded Hedging Obligation of such L/Cs as they occur. If Guarantor, and (B) after giving effect to clause (A), any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount proceeds shall be applied reallocated in order to effect a ratable distribution among the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papersdescribed above.

Order of Application. The Servicer shall distribute the funds relating to each Receivable Pool and any Cap Payments or Net Swap Payments by Hedge Counterparties, if any, received since the prior Cut-Off Date (a) If no Default any Cap Payments or Potential Default exists, payments, and prepayments of the Obligation Net Swap Payments shall be applied first deemed to fees then due, second relate to accrued interest then due the ISC Receivable Pool and payable Lease Receivable Pool ratably based on the Principal DebtPurchasers’ Pool Investment in respect of such Receivable Pool) required to be distributed pursuant to this Section 3.1 with respect to any Settlement Period, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: order of priority: (i) to the payment Collateral Agent and the Administrative Agent in respect of all fees, expenses, expenses and indemnities for which Indemnified Amounts payable to the Collateral Agent and the Administrative Agent has not been paid or reimbursed (solely in their capacities as such) under this Agreement and the other Transaction Documents and allocated to such Receivable Pool in accordance with Section 8.2; provided, that, the Loan Papers; aggregate amount paid under this Section 3.1(d)(i) shall not exceed $600,000 in any calendar year; (ii) on a pari passu basis, (x) to the ratable payment Administrative Agent in respect of such Receivable Pool (in the case of Fees) and each Purchaser Agent (in the case of Yield and Fees) ratably (based on the aggregate accrued and unpaid Yield and Fees payable to them and the members of their respective Purchaser Groups) Yield accrued and unpaid on all fees, expenses, Rate Tranches relating to such Receivable Pool for the Purchasers in its Purchaser Group howsoever funded or maintained during the related Settlement Period and indemnities to the accrued and unpaid Fees relating to such Receivable Pool for its Purchaser Group (other than L/C fees set forth or for itself in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion case of the total feesAdministrative Agent) and (y) to the applicable Hedge Counterparties, expenses, and indemnities owed any Net Swap Payments required to be paid by the Sellers to such Lender bears Hedge Counterparties pursuant to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); any Hedge Transactions that are interest rate swaps; (iii) to the ratable payment Servicer, such Receivable Pool’s Pro Rata Share of all accrued and unpaid interest Servicing Fee (if the Servicer is not Sprint Spectrum or an Affiliate of Sprint Corporation); (iv) on a pari passu basis, (x) to each Purchaser Agent ratably (based on their respective Purchaser Group Investments) in respect of such Receivable Pool, to the Principal Debt reduction of the Purchasers’ Pool Investment in respect of such Receivable Pool (A) if clause (B) below does not then apply, to the extent such reduction is required under Section 3.1(c) or 3.2(b) or (B) during the Liquidation Period or during the continuance of an Event of Termination, Collection Control Event, or a Non-Reinvestment Event, (1) first, to reduce the Purchasers’ Pool Investment in respect of such Receivable Pool to zero, and L/C Fees (as used 2) second, then to reduce the Purchasers’ Pool Investment in respect of the other Receivable Pool to zero; provided, that for the avoidance of doubt, any amounts paid to any Purchaser Agent pursuant to this clause (iii), “ratable payment” means, for any Lender, on any date iv)(x) shall be applied in reduction of determination, that proportion which the accrued Investment of the relevant Purchasers in such Purchaser Agent’s Purchaser Group and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (ivy) to the ratable payment of applicable Hedge Counterparties, any Senior Hedge Breakage required to be paid by the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed Sellers to such Lender bears Hedge Counterparties pursuant to the Principal Debt owed to all Lenders); any Hedge Transactions that are interest rate swaps; (v) to Administrative Agent for the account of Cap Reserve Account, an amount equal to the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; Cap Deficiency Amount (if any); (vi) to the payment extent not paid pursuant to Section 3.1(d)(i) above, to the Collateral Agent and the Administrative Agent in respect of all expenses and Indemnified Amounts payable to the remaining Obligation Collateral Agent and the Administrative Agent (solely in their capacities as such) under this Agreement and the order other Transaction Documents and manner Required Lenders deem appropriate; and allocated to such Receivable Pool in accordance with Section 8.2; (vii) to each Purchaser Agent ratably (based on the balanceaggregate accrued and unpaid Obligations owing to their respective Purchaser Groups) all accrued and unpaid Obligations owed to any Affected Parties in such Purchaser Agent’s Purchaser Group (x) first, to the unpaid Obligations to the extent that such Obligations have been allocated to such Receivable Pool in accordance with Section 8.2, and (y) second, to the unpaid Obligations to the extent that such Obligations have been allocated to the other Receivable Pool; (viii) to the Seller Hedge Maintenance Accounts, an amount equal to the excess, if any, after all of the Obligation has been indefeasibly aggregate amount of any collateral posting obligations of the Sellers under each Hedge Transaction, over the amount of funds in the Borrower Hedge Maintenance Accounts available for such purpose; (ix) to the applicable Hedge Counterparties, any Subordinated Hedge Breakage required to be paid in fullby the Sellers to such Hedge Counterparties pursuant to any Hedge Transactions that are interest rate swaps; and (x) (A) to the Servicer (x) first, to Borrower or as otherwise required by Law. Subject accrued and unpaid Servicing Fee relating to Section 2.3(c)such Receivable Pool in an amount equal to such Receivable Pool’s Pro Rata Share of such Servicing Fee and (y) second, amounts used to Cash Collateralize the aggregate undrawn accrued and unpaid Servicing Fee in an amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied equal to the other Obligation, Receivable Pool’s Pro Rata Share of such Servicing Fee (in each case if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders Servicer is Sprint Spectrum or an action in Affiliate of Sprint Corporation) and (B) to Sprint/United Management Company, the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papersmonthly E&R Reimbursement Program.

Order of Application. (a) If no Default All proceeds: (i) from each sale of, or Potential Default existsother realisation upon, payments, and prepayments all or any part of the Obligation Collateral in relation to a Facility A Aircraft by the Security Agent; (ii) from the Parent Guarantee as they relate to the Facility A Loan; (iii) received pursuant to Clause 26.2 (Parallel Debt (Covenant to pay the Security Agent)) as they relate to the Facility A Loan; (iv) received pursuant to the Assurance Letter and constituting the Release Fee or FMV Payment proceeds in relation to a Facility A Aircraft, shall be applied first as follows: (A) first, pro rata, to the reimbursable expenses of the Agent and Security Agent incurred in connection with such sale or other realisation upon the Collateral, until the same shall have been paid in full; (B) second, pro rata, to (i) the fees and other reimbursable expenses of the Agent and Security Agent then duedue and payable pursuant to any of the Finance Documents and (ii) any fees and other reimbursable expenses of the Agent and Security Agent then due and payable pursuant to any of the Finance Documents (as each such capitalised term is defined in the BALL Facility Agreement), second until the same shall have been paid in full; (C) third, all reimbursable expenses, if any, of (i) the Lenders then due and payable pursuant to accrued any of the Finance Documents and (ii) the Lenders due and payable pursuant to any of the Finance Documents (as each such capitalised term is defined in the BALL Facility Agreement), until the same shall have been paid in full; (D) fourth, to (i) the Lenders in respect of fees due and payable under Clause 11 (Fees and expenses) and interest then due and payable on under the Principal Debt, terms of this Agreement and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment Lenders (as defined in the BALL Facility Agreement) fees due and payable under clause 11 (Fees and expenses) of the BALL Facility Agreement and interest then due and payable under the terms of the BALL Facility Agreement, in each case, until the same shall have been paid in full; (E) fifth, to the Lenders in an amount equal to the sum of all fees, expenses, then due and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion payable principal amounts of the total feesSecured Obligations, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued any due and unpaid interest accrued on the Principal Debt Secured Obligations, pro rata in proportion to the aggregate amounts thereof due to each Lender and L/C Fees any Lender (as used defined in this clause the BALL Facility Agreement); (iii)F) sixth, “ratable payment” meansto the Lenders and the Lenders (as defined in the BALL Facility) in the amount of any other Secured Obligations then due and payable, for any Lender, on any date of determination, that pro rata in proportion which to the accrued and unpaid interest on the Principal Debt respective amounts thereof owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); that Lender; (ivG) to the ratable payment of the Principal Debt (as used in this clause (iv)seventh, “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Lawapplicable law. Subject to Section 2.3(c), All amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs allocated pursuant to clause the foregoing clauses third through sixth to the Lenders or the Lenders (vas defined in the BALL Facility Agreement) above as a result of amounts owed to the Lenders under the Finance Documents or the Lenders (as defined in the BALL Facility Agreement) under the Finance Documents (as defined in the BALL Facility Agreement) shall be allocated among, and distributed to, the Lenders and the Lenders (as defined in the BALL Facility Agreement Agreement) pro rata based on their participations within each clause. (b) All proceeds: (i) from each sale of, or other realisation upon, all or any part of the Collateral in relation to a Facility B Aircraft by the Security Agent; (ii) from the Parent Guarantee as they relate to the Facility B Loan; (iii) received pursuant to Clause 26.2 (Parallel Debt (Covenant to pay the Security Agent)) as they relate to the Facility B Loan; (iv) received pursuant to the Assurance Letter and constituting the Release Fee or FMV Payment proceeds as they relate to a Facility B Aircraft, shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expiredfollows: (A) first, such remaining amount shall be applied pro rata, to the reimbursable expenses of the Agent and Security Agent incurred in connection with such sale or other Obligationrealisation upon the Collateral of that Facility B Aircraft, until the same shall have been paid in full; (B) second, pro rata, to the fees and other reimbursable expenses of the Agent and Security Agent then due and payable pursuant to any of the Finance Documents in relation to the Facility B Loan, until the same shall have been paid in full; (C) third, all reimbursable expenses, if any, of the Lenders then due and payable pursuant to any of the Finance Documents in relation to the Facility B Loan, until the same shall have been paid in full; (D) fourth, to the Lenders in respect of fees due and payable under Clause 11 (Fees and expenses) and interest then due and payable under the terms of this Agreement in relation to the Facility B Loan, until the same shall have been paid in full; (E) fifth, to the Lenders in an amount equal to the sum of all then due and payable principal amounts of the Facility B Secured Obligations, any due and unpaid interest accrued on the Facility B Secured Obligations, pro rata in proportion to the aggregate amounts thereof due to each Lender; (F) sixth, to the Lenders in the order set forth above. Subject amount of any other Facility B Secured Obligations then due and payable, pro rata in proportion to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such respective amounts thereof owed to each Lender Lender; (G) seventh, the balance, if any, after all of the Facility B Secured Obligations have been indefeasibly paid in accordance with full, to the Agreement Borrower or as otherwise required by applicable law. All amounts allocated pursuant to the foregoing clauses third through sixth to the Lenders as a result of amounts owed to the Lenders under the Finance Documents shall be allocated among, and distributed to, the related Loan PapersLenders pro rata based on their participations within each clause.

Order of Application. (a) If So long as no Default or Potential Default existshas occurred and is continuing, payments, payments and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct; provided that, each such payment or prepayment (other than payments of fees payable solely to Administrative Agent, Facility B Administrative Agent, or a specific Lender) shall be allocated to each Lender in the proportion that the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders under the Facility (or Subfacility thereunder) in respect of which such payment was made. (b) If a Default or Potential Default existshas occurred and is continuing (or if Borrower fails to give directions as permitted under SECTION 3.11(a)), any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: : (i) to the payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, fees and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) reasonable expenses for which Facility A Agents, Facility B Agents, or Lenders have not been paid or reimbursed in accordance with the AMENDED AND RESTATED FACILITY A REVOLVING CREDIT AGREEMENT 33 39 Loan Papers Papers; (as used in this clause (iiSECTION 3.11(b)(I), a “"ratable payment” " for any Lender Lender, Facility A Agent, or Facility B Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, fees and indemnities owed to such Lender Lender, Facility A Agent, or Facility B Agent bears to the total aggregate fees, expenses, fees and indemnities owed to all Lenders Lenders, Facility A Agents, and Facility B Agents on such date of determination); ; (ii) to the Pro Rata payment of all accrued and unpaid interest on the Principal Debt; (iii) to the ratable payment of accrued and unpaid interest on the Swing Line Principal Debt which is due and L/C Fees (as used payable and which remains unfunded by any Borrowing under Facility A; provided that, such payments shall be allocated among the Swing Line Lenders and the Facility A Lenders which have funded their participation in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Swing Line Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); Debt; (iv) to the ratable payment of any reimbursement obligation with respect to any LC issued pursuant to Facility A which is due and payable and which remains unfunded by any Borrowing under Facility A; provided that, such payments shall be allocated ratably among NationsBank and the Principal Debt (as used Facility A Lenders which have funded their participation in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); LC; (v) to the Pro Rata payment of the remaining Principal Debt in such order as Determining Lenders may elect (provided that, Determining Lenders will apply such proceeds in an order that will minimize any Consequential Loss); (vi) as a deposit with Administrative Agent Agent, for the account benefit of Facility A Lenders, as security for, and to provide for the applicable L/C Issuerpayment of, any reimbursement obligations, if any, thereafter arising with respect to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Csany issued and outstanding LCs issued pursuant to Facility A; and (vivii) to the payment of the remaining Obligation in the order and manner Required Determining Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 SECTION 10 and provided that Administrative Agent shall not in any event not be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Determining Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall (i) promptly distribute such amounts to each Facility A Lender in accordance with the Facility A Agreement and the related Facility A Loan Papers, and (ii) promptly distribute all payments allocable to Facility B or the Facility B Lenders to the Facility B Administrative Agent for distribution in accordance with Facility B and the related Facility B Loan Papers.

Order of Application. (a) If Payments and prepayments of the Obligation shall be applied in the order and manner specified in this Agreement; PROVIDED, HOWEVER, if no order is otherwise specified and no Default or Potential Event of Default existshas occurred and is continuing, payments, payments and prepayments of the Obligation shall be applied first to fees then duefees, second to accrued interest then due and THIRD AMENDED AND 28 RESTATED CREDIT AGREEMENT payable on the Principal Debtprincipal balance hereof, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Event of Default existshas occurred and is continuing (or if Borrower fails to give directions as permitted under SECTION 2.12(a)), any payment or prepayment (including proceeds from the exercise of any Rightsrights) shall be applied to the Obligation in the following order: (i) to the ratable payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (iiSECTION 2.12(b)(i), a “ratable payment” "RATABLE PAYMENT" for any Lender or Administrative Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender or Administrative Agent bears to the total aggregate fees, expenses, fees and indemnities owed to all Lenders and Administrative Agent on such date of determination); (iiiii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees principal balance hereunder (as used in this clause (iiiSECTION 2.12(b)(ii), “ratable payment” "RATABLE PAYMENT" means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on under the Principal Debt owed Loan Papers); (iii) to all Lenders)the ratable payment of any reimbursement obligation with respect to any Letter of Credit issued pursuant hereto which is due and payable and which remains unfunded by any Advance hereunder; PROVIDED THAT, such payments shall be allocated ratably among Administrative Agent (as the issuer of Letter of Credits) and the Lenders which have funded their participation in such Letter of Credit; (iv) to the ratable payment of the Principal Debt outstanding principal balance hereunder (as used in this clause (ivSECTION 2.12(b)(iv), “ratable payment” "RATABLE PAYMENT" means for any Lender, on any date of determination, that proportion which the Principal Debt outstanding principal balance owed to such Lender hereunder bears to the Principal Debt aggregate outstanding principal balance owed to all Lenders)Lenders hereunder; (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the Pro Rata payment of the remaining Obligation in the such order and manner as Required Lenders deem appropriatemay elect (PROVIDED THAT, Required Lenders will apply such proceeds in an order that will minimize any Consequential Loss); and (viivi) as a deposit with Administrative Agent, for the balancebenefit of Lenders, as security for, and to provide for the payment of, any reimbursement obligations, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as thereafter arising with respect to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement issued and the related Loan Papersoutstanding Letter of Credits issued pursuant hereto.

Order of Application. (a) If no Default or Potential Default exists, payments, and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any Each payment or prepayment (including proceeds from the exercise of any Rights) of the Obligations shall be applied either (a) if no Event of Default or Potential Default has occurred and is continuing, then in the order and manner specified elsewhere herein, and if not so specified, then in the order and manner as the Borrower directs, or (b) if an Event of Default or Potential Default has occurred and is continuing or if the Borrower fails to the Obligation give any direction required under clause (a) above, then in the following order: (i) to the payment of all fees, expenses, and indemnities indemnified amounts for which the Administrative Agent has not been paid or reimbursed in accordance with the Loan PapersCredit Documents and, except while an Event of Default under Section 11.1 has occurred and is continuing, as to which the Borrower has been invoiced and has failed to pay within ten Business Days of that invoice; (ii) to the ratable payment of all fees, expenses, expenses and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) indemnified amounts for which Lenders have any Lender has not been paid or reimbursed in accordance with the Loan Papers Credit Documents (and if any payment is less than all unpaid or unreimbursed fees and expenses, then that payment shall be applied against unpaid and unreimbursed fees and expenses in the order of incurrence or due date) and, except while an Event of Default under Section 11.1 has occurred and is continuing, as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion to which the portion Borrower has been invoiced and has failed to pay within ten Business Days of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination)that invoice; (iii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date principal amount of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders)Borrowings outstanding; (iv) to the ratable payment principal amount of the Principal Debt Borrowings outstanding in such order as the Required Lenders may elect (as used but the Lenders agree to apply proceeds in this clause (iv), “ratable payment” means for an order that will minimize any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all LendersFunding Loss); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers.and

Order of Application. (a) Mandatory prepayments on the Term Loan under Section 3.2(d) and voluntary prepayments on the Term Loan under Section 3.2(e) shall be applied as set forth in such sections. (b) If no Default or Potential Default exists, payments, and prepayments of the Obligation any other payment shall be applied first to (i) the fees then dueand expenses for which Agent, second to Lenders, or Swing Line Lender have not been paid or reimbursed in accordance with the Loan Papers, (ii) accrued and unpaid interest then due and payable on the Term Loan Principal Debt, (iii) the Term Loan Principal Debt in the manner provided in Section 3.2(e), and (iv) then to the remaining Obligation in the order and manner as Borrower may directdirects. (bc) If a Default or Potential Default existsexists or if Borrower fails to give directions, any other payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the payment of all fees, expenses, fees and indemnities expenses for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used and if such payment is less than all unpaid or unreimbursed fees and expenses, then the payment shall be paid against unpaid and unreimbursed fees and expenses in this clause the order of incurrence or due date); (ii), a “ratable payment” for any Lender shall be, ) to accrued and unpaid interest on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination)Term Loan Principal Debt; (iii) to the ratable payment of Term Loan Principal Debt in the manner provided in Section 3.2(d); (iv) to accrued and unpaid interest on the Swing Line Principal Debt Debt; (v) to Swing Line Principal Debt; (vi) to any LC reimbursement obligations that are due and L/C Fees payable and that remain unfunded by any Loan under the Revolving Credit Facility; (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the vii) to accrued and unpaid interest on the Revolving Credit Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders)Debt; (ivviii) to the ratable payment of the Revolving Credit Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders)Debt; (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (viix) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriateObligation; and (viix) as a deposit with Agent, for the balancebenefit of Lenders, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 security for and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority payment of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Paperssubsequent LC reimbursement obligations.

Order of Application. The Servicer shall distribute the funds relating to each Receivable Pool and any Cap Payments or Net Swap Payments by Hedge Counterparties, if any, received since the prior Cut-Off Date (a) If no Default any Cap Payments or Potential Default exists, payments, and prepayments of the Obligation Net Swap Payments shall be applied first deemed to fees then due, second relate to accrued interest then due the ISC Receivable Pool and payable Lease Pool ratably based on the Principal DebtPurchasers’ Pool Investment in respect of such Receivable Pool) required to be distributed pursuant to this Section 3.1 with respect to any Settlement Period, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: order of priority: (i) to the payment Collateral Agent and the Administrative Agents in respect of all fees, expenses, expenses and indemnities for which Indemnified Amounts payable to the Collateral Agent and the Administrative Agent has not been paid or reimbursed Agents (solely in their capacities as such) under this Agreement and the other Transaction Documents and allocated to such Receivable Pool in accordance with Section 8.2; provided, that, the Loan Papers; aggregate amount paid under this Section 3.1(d)(i) shall not exceed $600,000 in any calendar year; (ii) on a pari passu basis, (x) to the ratable payment applicable Administrative Agent in respect of such Receivable Pool (in the case of Fees) and each Purchaser Agent (in the case of Yield and Fees) ratably (based on the aggregate accrued and unpaid Yield and Fees payable to them and the members of their respective Purchaser Groups) Yield accrued and unpaid on all fees, expenses, Rate Tranches relating to such Receivable Pool for the Purchasers in its Purchaser Group howsoever funded or maintained during the related Settlement Period and indemnities to the accrued and unpaid Fees relating to such Receivable Pool for its Purchaser Group (other than L/C fees set forth or for itself in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion case of the total feesapplicable Administrative Agent) and (y) to the applicable Hedge Counterparties, expenses, and indemnities owed any Net Swap Payments required to be paid by the Sellers to such Lender bears Hedge Counterparties pursuant to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); any Hedge Transactions that are interest rate swaps; (iii) to the ratable payment Servicer, such Receivable Pool’s Pro Rata Share of all accrued and unpaid interest Servicing Fee (if the Servicer is not Sprint Spectrum or an Affiliate of Sprint Corporation); (iv) on a pari passu basis, (x) to each Purchaser Agent ratably (based on their respective Purchaser Group Investments) in respect of such Receivable Pool, to the Principal Debt reduction of the Purchasers’ Pool Investment in respect of such Receivable Pool (A) if clause (B) below does not then apply, to the extent such reduction is required under Section 3.1(c) or 3.2(b) or (B) during the Liquidation Period or during the continuance of an Event of Termination, Collection Control Event or a Non-Reinvestment Event, (1) first, to reduce the Purchasers’ Pool Investment in respect of such Receivable Pool to zero, and L/C Fees (as used 2) second, then to reduce the Purchasers’ Pool Investment in respect of the other Receivable Pool to zero; provided, that for the avoidance of doubt, any amounts paid to any Purchaser Agent pursuant to this clause (iii), “ratable payment” means, for any Lender, on any date iv)(x) shall be applied in reduction of determination, that proportion which the accrued Investment of the relevant Purchasers in such Purchaser Agent’s Purchaser Group and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (ivy) to the ratable payment of applicable Hedge Counterparties, any Senior Hedge Breakage required to be paid by the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed Sellers to such Lender bears Hedge Counterparties pursuant to the Principal Debt owed to all Lenders); any Hedge Transactions that are interest rate swaps; (v) to Administrative Agent for the account of Cap Reserve Account, an amount equal to the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; Cap Deficiency Amount (if any); (vi) to the payment extent not paid pursuant to Section 3.1(d)(i) above, to the Collateral Agent and the Administrative Agents in respect of all expenses and Indemnified Amounts payable to the remaining Obligation Collateral Agent and the Administrative Agents (solely in their capacities as such) under this Agreement and the order other Transaction Documents and manner Required Lenders deem appropriate; and allocated to such Receivable Pool in accordance with Section 8.2; (vii) to each Purchaser Agent ratably (based on the balanceaggregate accrued and unpaid Obligations owing to their respective Purchaser Groups) all accrued and unpaid Obligations owed to any Affected Parties in such Purchaser Agent’s Purchaser Group (x) first, to the unpaid Obligations to the extent that such Obligations have been allocated to such Receivable Pool in accordance with Section 8.2, and (y) second, to the unpaid Obligations to the extent that such Obligations have been allocated to the other Receivable Pool; (viii) to the Seller Hedge Maintenance Accounts, an amount equal to the excess, if any, after all of the Obligation has been indefeasibly aggregate amount of any collateral posting obligations of the Sellers under each Hedge Transaction, over the amount of funds in the Borrower Hedge Maintenance Accounts available for such purpose; (ix) to the applicable Hedge Counterparties, any Subordinated Hedge Breakage required to be paid in fullby the Sellers to such Hedge Counterparties pursuant to any Hedge Transactions that are interest rate swaps; and (x) to the Servicer (x) first, to Borrower or as otherwise required by Law. Subject accrued and unpaid Servicing Fee relating to Section 2.3(c)such Receivable Pool in an amount equal to such Receivable Pool’s Pro Rata Share of such Servicing Fee and (y) second, amounts used to Cash Collateralize the aggregate undrawn accrued and unpaid Servicing Fee in an amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied equal to the other Obligation, Receivable Pool’s Pro Rata Share of such Servicing Fee (in each case if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders Servicer is Sprint Spectrum or an action in the nature Affiliate of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan PapersSprint Corporation).

Order of Application. (a) If no Default or Potential Default exists, payments, and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any Each payment or prepayment (including proceeds from the exercise of any Rights) of the Obligations shall be applied either (a) if no Event of Default or Potential Default has occurred and is continuing, then in the order and manner specified elsewhere herein, and if not so specified, then in the order and manner as the Borrower directs, or (b) if an Event of Default or Potential Default has occurred and is continuing or if the Borrower fails to the Obligation give any direction required under clause (a) above, then in the following order: (i) to the payment of all fees, expenses, and indemnities indemnified amounts for which the Administrative Agent has not been paid or reimbursed in accordance with the Loan PapersCredit Documents and, except while an Event of Default under Section 11.1 has occurred and is continuing, as to which the Borrower has been invoiced and has failed to pay within ten Business Days of that invoice; (ii) to the ratable payment of all fees, expenses, expenses and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) indemnified amounts for which Lenders have the LC Issuing Bank has not been paid or reimbursed in accordance with the Loan Papers (Credit Documents and, except while an Event of Default under Section 11.1 has occurred and is continuing, as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion to which the portion Borrower has been invoiced and has failed to pay within ten Business Days of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination)that invoice; (iii) to all fees, expenses and indemnified amounts for which any Lender has not been paid or reimbursed in accordance with the ratable Credit Documents (and if any payment is less than all unpaid or unreimbursed fees and expenses, then that payment shall be applied against unpaid and unreimbursed fees and expenses in the order of accrued incurrence or due date) and, except while an Event of Default under Section 11.1 has occurred and unpaid interest on the Principal Debt and L/C Fees (is continuing, as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion to which the accrued Borrower has been invoiced and unpaid interest on the Principal Debt owed has failed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders)pay within ten Business Days of that invoice; (iv) to accrued interest on the ratable payment principal amount of the Principal Debt (as used Borrower’s reimbursement obligations outstanding in this clause (iv), “ratable payment” means for any Lender, on any date respect of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders)Letters of Credit; (v) to Administrative Agent for the account principal amount of the applicable L/C Issuer, to Cash Collateralize that portion Borrower’s reimbursement obligations outstanding in respect of L/C Exposure comprised Letters of the aggregate undrawn amount of L/CsCredit; (vi) to the payment cash collateralization of the remaining Obligation Borrower’s reimbursement obligations in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all respect of the Obligation has been indefeasibly LC Outstandings not paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on by deposit as of funds in the Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining Account; (vii) to accrued interest on the principal amount shall be applied of the Borrowings outstanding; (viii) to the other Obligation, if any, principal amount of the Borrowings outstanding in such order as the Required Lenders may elect (but the Lenders agree to apply proceeds in an order that will minimize any Funding Loss); and (ix) to the remaining Obligations in the order set forth above. Subject to and manner the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papersdeem appropriate.

Order of Application. (a) If no Default The Security Documents and the Indenture provide that if any Collateral is sold or Potential Default existsotherwise realized upon by the Collateral Agent in connection with any foreclosure, payments, and prepayments collection or other enforcement of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then Liens granted to the remaining Obligation Collateral Agent in the order and manner as Borrower may direct. (b) If a Default Security Documents, the proceeds received by the Collateral Agent from such foreclosure, collection or Potential Default exists, any payment or prepayment (including proceeds from other enforcement will be distributed by the exercise of any Rights) shall be applied to the Obligation Collateral Agent in the following order: order of application: (i1) FIRST, to the payment of all amounts payable under the Security Documents on account of the Collateral Agent's fees and any reasonable legal fees, expensescosts and expenses or other liabilities of any kind incurred by the Collateral Agent or any co-trustee or agent of the Collateral Agent in connection with any Security Document, including amounts reasonably necessary to provide for the expenses of the Collateral Agent in maintaining and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with disposing of the Loan Papers; Collateral; (ii2) SECOND, to the ratable repayment of Applicable Indebtedness, secured by a Permitted Lien on the Collateral sold or realized upon; (3) THIRD, to the respective holders of the Notes, equally and rateably, for application to the payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears outstanding Notes up to the total aggregate feesamount sufficient to pay in full in cash all outstanding Notes (including, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of extent legally permitted, all accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balancethereon, if any); and (4) FOURTH, any surplus remaining after all the payment in full in cash of the Obligation has been indefeasibly amounts described in the preceding clauses will be paid in fullto the Issuer or the applicable Guarantor, to Borrower as the case may be, its successors or assigns, or as otherwise required by Lawa court of competent jurisdiction may direct. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order The provisions set forth above. Subject to above under this caption "Description of the provisions Senior Secured Notes — Security — Order of Section 14 Application" are intended for the benefit of, and provided that Administrative Agent shall not in any event will be bound to inquire into or to determine enforceable as a third party beneficiary by, each present and future holder of Notes, the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement Trustee and the related Loan PapersCollateral Agent as holder of Liens on the Collateral.

Order of Application. Servicer (a) If no Default or Potential Default exists, payments, and prepayments for the benefit of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any RightsAffected Parties) shall distribute the funds required to be applied distributed pursuant to the Obligation this Section 3.1 with respect to any Settlement Period, in the following orderorder of priority: 753697831 (i) to each Purchaser Agent ratably (based on the payment of aggregate accrued and unpaid Yield) Yield accrued and unpaid on all fees, expenses, and indemnities Rate Tranches for which Administrative Agent has not been paid the Purchasers in its Purchaser Group howsoever funded or reimbursed in accordance with maintained during the Loan Papers; related Settlement Period; (ii) to each Purchaser Agent ratably (based on the ratable payment of all fees, expenses, aggregate accrued and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)unpaid Unused Fee) the accrued and unpaid Unused Fee for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, its Purchaser Group and indemnities owed to such Lender bears to the total aggregate fees, expenses, accrued and indemnities owed to all Lenders on such date of determination); unpaid Program Fee for its Purchaser Group; (iii) to the ratable payment of Servicer all accrued and unpaid interest on the Principal Debt and L/C Fees Servicing Fee (as used in this clause (iiiif Servicer is not CHS or an Affiliate thereof), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); ; (iv) to the ratable payment Custodian, any fees then due and payable to the Custodian pursuant to that certain Schedule of the Principal Debt Fees for Services as Custodian for Cofina Funding, LLC “Seller” MUFG Bank, Ltd. (as used in this clause (ivf/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), “ratable paymentAdministrative Agent” means for any LenderSecured Facility, on any date dated as of determinationJuly 21, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); 2016; (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of and each Purchaser Agent ratably (based on the aggregate undrawn amount of L/Cs; accrued and unpaid amounts owing to such Person) accrued and unpaid amounts owed to Administrative Agent and each Purchaser Agent hereunder (vi) including all fees payable to Administrative Agent, Purchaser Agents and Purchasers pursuant to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly Fee Letter other than fees paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (vii) above); (vi) (A) prior to the Liquidation Period or the occurrence of an Event of Default, (I) first, to each Purchaser Agent ratably (based on the related Purchaser Group Uncommitted Investment), the reduction of Total Uncommitted Investment, with respect to each Purchaser Group, and (II) second, to each Purchaser Agent ratably (based on the related Purchaser Group Committed Investment), the reduction of Total Committed Investment, with respect to each Purchaser Group, in each case of clause (I) and (II) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligationextent such reduction is required under Section 3.1(c) or 3.2(c) and as set forth on a Notice of Payment to be delivered to the Administrative Agent and each Purchaser Agent on the applicable Settlement Date, if anyfirst, to pay any outstanding Commercial Paper (as defined in the order set forth above. Subject UCC) funding or maintaining the related Purchaser Group Uncommitted Investment or Purchaser Group Committed Investment, as applicable, and second, to ratably reduce the provisions remainder of Section 14 the related Purchaser Group Uncommitted Investment or Purchaser Group Committed Investment, as applicable, and provided (B) during the Liquidation Period or after the occurrence of an Event of Default that Administrative Agent shall has not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender been waived in accordance with this Agreement, to each Purchaser Agent ratably (based on the related Purchaser Group Investment), the reduction of Total Investment, to the extent such reduction is required under Section 3.1(c) or 3.2(c), with respect to each Purchaser Group, as set forth on a Notice of Payment to be delivered to the Administrative Agent and each Purchaser Agent on the applicable Settlement Date, first, to pay any outstanding Commercial Paper (as defined in the UCC) funding or maintaining the related Purchaser Group Investment and second, to ratably reduce the remainder of the related Purchaser Group Investment; (vii) prior to the Liquidation Period, and as long as no Event of Default has occurred and is continuing, to the Seller to be used as a Reinvestment to acquire additional Pool Assets and Related Assets sold by the Seller since the previous Settlement Date; 753697831 (viii) to (A) the Custodian, any fees and expenses then due and payable to the Custodian pursuant to the Custodian Agreement and not paid pursuant to Section 3.1(d)(iv) above and (B) each Affected Party (or the related Loan PapersPurchaser Agent on their behalf) ratably (based on the aggregate accrued and unpaid Obligations) accrued and unpaid Obligations owed to such Affected Parties; (ix) to the Servicer all accrued and unpaid Servicing Fee (if Servicer is CHS or an Affiliate thereof); and (x) to the Seller, any remaining amounts.

Order of Application. (a) If no Default or Potential Default exists, payments, and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers.;

Order of Application. (a) If no Default the Priority Lien Collateral Agent with respect to a Collateral Class sells or Potential Default existsotherwise realizes upon any Collateral of such Collateral Class in connection with any foreclosure, payments, and prepayments collection or other enforcement of the Obligation shall be applied first Priority Liens granted to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation such Priority Lien Collateral Agent in the order and manner as Borrower may direct. (b) If a Default applicable Priority Lien Documents, the Proceeds received by the Priority Lien Collateral Agent from such foreclosure, collection or Potential Default exists, any payment or prepayment (including proceeds from other enforcement will be distributed by the exercise of any Rights) shall be applied to the Obligation Priority Lien Collateral Agent in the following orderorder of application: (i) FIRST, to the payment of all amounts payable under the applicable Priority Lien Documents on account of the Priority Lien Collateral Agent’s fees and any reasonable legal fees, expensescosts and expenses or other liabilities of any kind incurred by such Priority Lien Collateral Agent or any co-trustee or agent of such Priority Lien Collateral Agent in connection with any applicable Priority Lien Document; SECOND, and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable respective Priority Lien Representatives for application to the payment of all feesoutstanding Priority Lien Debt and any other Priority Lien Obligations that are then due and payable in such order as may be provided in the Priority Lien Documents in an amount sufficient to pay in full in cash all outstanding Priority Lien Debt and all other Priority Lien Obligations that are then due and payable (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, expensesincluding any applicable post-default rate, specified in the Priority Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding, and indemnities including the discharge or cash collateralization (other than L/C fees set forth in Section 5.3 hereof at the lower of (collectively, “L/C Fees”)1) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised 105% of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii2) the balance, if any, after all percentage of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount required for release of L/Cs pursuant to clause (vLiens under the terms of the applicable Priority Lien Document) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after of all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions outstanding letters of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers.credit constituting Priority Lien Debt);

Order of Application. (a) If no Default All proceeds: (i) from each sale of, or Potential Default existsother realisation upon, payments, and prepayments all or any part of the Obligation Collateral by the Security Agent; (ii) from the Parent Guarantee; (iii) from the BULL Guarantee; (iv) from the BHL Guarantee; (v) received pursuant to Clause 26.2 (Parallel Debt (Covenant to pay the Security Agent)); (vi) received pursuant to the Assurance Letter and constituting the Release Fee or FMV Payment proceeds, shall be applied first as follows: (A) first, pro rata, to the reimbursable expenses of the Agent and Security Agent incurred in connection with such sale or other realisation upon the Collateral, until the same shall have been paid in full; (B) second, pro rata, to (i) the fees and other reimbursable expenses of the Agent and Security Agent then duedue and payable pursuant to any of the Finance Documents, second until the same shall have been paid in full and (ii) the fees and other reimbursable expenses of the Agent and Security Agent then due and payable pursuant to accrued any of the Finance Documents, (as each such capitalised term is defined in the BHL Facility Agreement) until the same shall have been paid in full; (C) third, all reimbursable expenses, if any, of (i) the Lenders then due and payable pursuant to any of the Finance Documents, until the same shall have been paid in full and (ii) the Lenders due and payable pursuant to any of the Finance Documents (as each such capitalised term is defined in the BHL Facility Agreement), until the same shall have been paid in full; (D) fourth, to (i) the Lenders in respect of fees due and payable under Clause 11 (Fees and expenses) and interest then due and payable on under the Principal Debtterms of this Agreement, and then to until the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) same shall be applied to the Obligation in the following order: (i) to the payment of all fees, expenses, and indemnities for which Administrative Agent has not have been paid or reimbursed in accordance with the Loan Papers; full and (ii) to the ratable payment Lenders (as defined in the BHL Facility Agreement) fees due and payable under clause 11 (Fees and expenses) of the BHL Facility Agreement and interest then due and payable under the terms of the BHL Facility Agreement, in each case, until the same shall have been paid in full; (E) fifth, to the Lenders and the Lenders (as defined in the BHL Facility Agreement) in an amount equal to the sum of all fees, expenses, then due and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion payable principal amounts of the total fees, expenses, Secured Obligations and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued any due and unpaid interest accrued on the Principal Debt Secured Obligations, pro rata in proportion to the aggregate amounts thereof due to each Lender and L/C Fees any Lender (as used defined in this clause the BHL Facility Agreement); (iii)F) sixth, “ratable payment” meansto the Lenders and the Lenders (as defined in the BHL Facility Agreement) in the amount of any other Secured Obligations then due and payable, for any Lender, on any date of determination, that pro rata in proportion which to the accrued and unpaid interest on the Principal Debt respective amounts thereof owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders)each Lender; and (ivG) to the ratable payment of the Principal Debt (as used in this clause (iv)seventh, “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.3(c), applicable law. (b) All amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs allocated pursuant to clause the foregoing clauses third through sixth to the Lenders or the Lenders (vas defined in the BHL Facility Agreement) above as a result of amounts owed to the Lenders under the Finance Documents or the Lenders (as defined in the BHL Facility Agreement) under the Finance Documents (as defined in the BHL Facility Agreement) shall be applied to satisfy drawings under such L/Cs allocated among, and distributed to, the Lenders and the Lenders (as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, defined in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleaderBHL Facility Agreement) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to pro rata based on their participations within each Lender in accordance with the Agreement and the related Loan Papersclause.

Order of Application. (a) If Payments and prepayments of the Obligation shall be applied in the order and manner specified in this Agreement; PROVIDED, HOWEVER, if no order is otherwise specified and no Default or Potential Default existshas occurred and is continuing, payments, payments and prepayments of the Obligation shall be applied first to fees then duefees, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default existshas occurred and is continuing (or if Borrower fails to give directions as permitted under SECTION 3.11(a)), any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation and the 364-Day Facility Obligation in the following order: (i) to the payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Agents, 364-Day Facility Agents, Lenders, or 364-Day Facility Lenders have not been paid or reimbursed in accordance with the Loan Papers or the 364-Day Facility Loan Papers (as used in this clause (iiSECTION 3.11(b)(i), a “ratable payment” "RATABLE PAYMENT" for any Lender Lender, any 364-Day Facility Lender, any 364-Day Facility Agent, or any Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender Lender, such 364-Day Facility Lender, such 364-Day Facility Agent, or such Agent bears to the total aggregate fees, expenses, fees and indemnities owed to all Lenders Lenders, 364-Day Facility Lenders, 364-Day Facility Agents, and Agents on such date of determination); (iiiii) to the ratable payment of accrued and unpaid interest on the Revolver Principal Debt, the Acquisition Principal Debt, and the 364-Day Facility Principal Debt and L/C Fees (as used in this clause (iiiSECTION 3.11(b)(ii), “ratable payment” "RATABLE PAYMENT" means, for any Lender or 364-Day Facility Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Revolver Principal Debt, the 364-Day Facility Principal Debt, or the Acquisition Principal Debt [as the case may be] owed to such Lender or 364-Day Facility Lender bears to the total accrued and unpaid interest on under the Principal Debt Loan Papers and the 364-Day Facility Loan Papers owed to all Lenders and the 364-Day Facility Lenders); (iii) to the ratable payment of any reimbursement obligation with respect to any LC issued pursuant to the Revolver Facility which is due and payable and which remains unfunded by any Borrowing under the Revolver Facility; PROVIDED THAT, such payments shall be allocated ratably among NationsBank and the Lenders which have funded their participation in such LC; (iv) to the ratable payment of the Revolver Principal Debt and the 364-Day Facility Principal Debt (as used in this clause (ivSECTION 3.11(b)(iv), “ratable payment” "RATABLE PAYMENT" means for any Lender or any 364-Day Facility Lender, on any date of determination, that proportion which the Revolver Principal Debt or the 364-Day Facility Principal Debt [as the case may be] owed to such Lender or 364-Day Facility Lender bears to the sum of the Principal Debt and the 364-Day Facility Principal Debt owed to all Lenders and all 364-Day Facility Lenders; (v) to the ratable payment of the Acquisition Principal Debt; PROVIDED THAT, at any time that multiple Acquisition Loans are outstanding, such payments shall be applied to each Acquisition Loan in the proportion that the Principal Debt outstanding under any Acquisition Commitment for any such Acquisition Loan bears to the Acquisition Principal Debt and then distributed, for each Acquisition Loan, to the respective Acquisition Lender in the proportion that the Principal Debt owed to such Lender with respect to such Acquisition Loan bears to the Principal Debt owed of all Acquisition Lenders under such Acquisition Loan; (vi) to all Lendersthe ratable payment of the remaining Principal Debt or 364-Day Facility Principal Debt in such order as Determining Lenders may elect (PROVIDED THAT, Determining Lenders will apply such proceeds in an order that will minimize any Consequential Loss); (vvii) to as a deposit with Administrative Agent Agent, for the account benefit of Lenders, as security for, and to provide for the applicable L/C Issuerpayment of, any reimbursement obligations, if any, thereafter arising with respect to Cash Collateralize that portion of L/C Exposure comprised of any issued and outstanding LCs issued pursuant to the aggregate undrawn amount of L/CsRevolver Facility; and (viviii) to the payment of the remaining Obligation and the 364-Day Facility Obligation in the order and manner Required Determining Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 SECTION 12 and provided that neither Administrative Agent nor Collateral Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender or Revolver/Acquisition Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Determining Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall or Collateral Agent, as the case may be, shall: (x) promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers, and (y) promptly distribute all payments allocable to 364-Day Facility Lenders to the Administrative Agent under the 364-Day Facility for distribution in accordance with the 364-Day Facility and the related 364-Day Loan Papers.

Order of Application. (a) If no Default or Potential Default exists, payments, payments and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: (i) to the payment of all fees, expenses, and indemnities for which Administrative Agent has not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Principal Debt and L/C Fees (as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); (iv) to the ratable payment of the Principal Debt (as used in this clause (iv), “ratable payment” means for any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers.

Order of Application. Servicer (a) If no Default or Potential Default exists, payments, and prepayments for the benefit of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any payment or prepayment (including proceeds from the exercise of any RightsAffected Parties) shall distribute the funds required to be applied distributed pursuant to the Obligation this Section 3.1 with respect to any Settlement Period, in the following order: order of priority: (i) to each Purchaser Agent ratably (based on the payment of aggregate accrued and unpaid Yield) Yield accrued and unpaid on all fees, expenses, and indemnities Rate Tranches for which Administrative Agent has not been paid the Purchasers in its Purchaser Group howsoever funded or reimbursed in accordance with maintained during the Loan Papersrelated Settlement Period; 749037980 (ii) to each Purchaser Agent ratably (based on the ratable payment of all fees, expenses, aggregate accrued and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)unpaid Unused Fee) the accrued and unpaid Unused Fee for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion which the portion of the total fees, expenses, its Purchaser Group and indemnities owed to such Lender bears to the total aggregate fees, expenses, accrued and indemnities owed to all Lenders on such date of determination); unpaid Program Fee for its Purchase Group; (iii) to the ratable payment of Servicer all accrued and unpaid interest on the Principal Debt and L/C Fees Servicing Fee (as used in this clause (iiiif Servicer is not CHS or an Affiliate thereof), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); ; (iv) to the ratable payment Custodian, any fees then due and payable to the Custodian pursuant to that certain Schedule of the Principal Debt Fees for Services as Custodian for Cofina Funding, LLC “Seller” MUFG Bank, Ltd. (as used in this clause (ivf/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), “ratable paymentAdministrative Agent” means for any LenderSecured Facility, on any date dated as of determinationJuly 21, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders); 2016; (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of and each Purchaser Agent ratably (based on the aggregate undrawn amount of L/Cs; accrued and unpaid amounts owing to such Person) accrued and unpaid amounts owed to Administrative Agent and each Purchaser Agent hereunder (vi) including all fees payable to Administrative Agent, Purchaser Agents and Purchasers pursuant to the payment of the remaining Obligation in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly Fee Letter other than fees paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (vii) above); (vi) (A) prior to the Liquidation Period or the occurrence of an Event of Default, (I) first, to each Purchaser Agent ratably (based on the related Purchaser Group Uncommitted Investment), the reduction of Total Uncommitted Investment, with respect to each Purchaser Group, and (II) second, to each Purchaser Agent ratably (based on the related Purchaser Group Committed Investment), the reduction of Total Committed Investment, with respect to each Purchaser Group, in each case of clause (I) and (II) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligationextent such reduction is required under Section 3.1(c) or 3.2(c) and as set forth on a Notice of Payment to be delivered to the Administrative Agent and each Purchaser Agent on the applicable Settlement Date, if anyfirst, to pay any outstanding Commercial Paper (as defined in the order set forth above. Subject UCC) funding or maintaining the related Purchaser Group Uncommitted Investment or Purchaser Group Committed Investment, as applicable, and second, to ratably reduce the provisions remainder of Section 14 the related Purchaser Group Uncommitted Investment or Purchaser Group Committed Investment, as applicable, and provided (B) during the Liquidation Period or after the occurrence of an Event of Default that Administrative Agent shall has not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender been waived in accordance with this Agreement, to each Purchaser Agent ratably (based on the related Purchaser Group Investment), the reduction of Total Investment, to the extent such reduction is required under Section 3.1(c) or 3.2(c), with respect to each Purchaser Group, as set forth on a Notice of Payment to be delivered to the Administrative Agent and each Purchaser Agent on the applicable Settlement Date, first, to pay any outstanding Commercial Paper (as defined in the UCC) funding or maintaining the related Purchaser Group Investment and second, to ratably reduce the remainder of the related Purchaser Group Investment; (vii) prior to the Liquidation Period, and as long as no Event of Default has occurred and is continuing, to the Seller to be used as a Reinvestment to acquire additional Pool Assets and Related Assets sold by the Seller since the previous Settlement Date; (viii) to (A) the Custodian, any fees and expenses then due and payable to the Custodian pursuant to the Custodian Agreement and not paid pursuant to Section 3.1(d)(iv) above and (B) each Affected Party (or the related Loan PapersPurchaser Agent on their behalf) ratably (based on the aggregate accrued and unpaid Obligations) accrued and unpaid Obligations owed to such Affected Parties; 749037980 (ix) to the Servicer all accrued and unpaid Servicing Fee (if Servicer is CHS or an Affiliate thereof); and (x) to the Seller, any remaining amounts.

Order of Application. (a) If no Default or Potential Default exists, payments, and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct. (b) If a Default or Potential Default exists, any Each payment or prepayment (including proceeds from the exercise of any Rights) of the Obligations shall be applied either (a) if no Event of Default or Potential Default has occurred and is continuing, then in the order and manner specified elsewhere herein, and if not so specified, then in the order and manner as the Borrower directs, or (b) if an Event of Default or Potential Default has occurred and is continuing or if the Borrower fails to the Obligation give any direction required under clause (a) above, then in the following order: (i) to the payment of all fees, expenses, and indemnities indemnified amounts for which the Administrative Agent has not been paid or reimbursed in accordance with the Loan PapersCredit Documents and, except while an Event of Default under Section 11.1 has occurred and is continuing, as to which the Borrower has been invoiced and has failed to pay within ten Business Days of that invoice; (ii) to the ratable payment of all fees, expenses, expenses and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) indemnified amounts for which Lenders have the LC Issuing Bank has not been paid or reimbursed in accordance with the Loan Papers (Credit Documents and, except while an Event of Default under Section 11.1 has occurred and is continuing, as used in this clause (ii), a “ratable payment” for any Lender shall be, on any date of determination, that proportion to which the portion Borrower has been invoiced and has failed to pay within ten Business Days of the total fees, expenses, and indemnities owed to such Lender bears to the total aggregate fees, expenses, and indemnities owed to all Lenders on such date of determination)that invoice; (iii) to all fees, expenses and indemnified amounts for which any Lender has not been paid or reimbursed in accordance with the ratable Credit Documents (and if any payment is less than all unpaid or unreimbursed fees and expenses, then that payment shall be applied against unpaid and unreimbursed fees and expenses in the order of accrued incurrence or due date) and, except while an Event of Default under Section 11.1 has occurred and unpaid interest on the Principal Debt and L/C Fees (is continuing, as used in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion to which the accrued Borrower has been invoiced and unpaid interest on the Principal Debt owed has failed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders)pay within ten Business Days of that invoice; (iv) to accrued interest on the ratable payment principal amount of the Principal Debt (as used Borrower’s reimbursement obligations outstanding in this clause (iv), “ratable payment” means for any Lender, on any date respect of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders)Letters of Credit; (v) to Administrative Agent for the account principal amount of the applicable L/C Issuer, to Cash Collateralize that portion Borrower’s reimbursement obligations outstanding in respect of L/C Exposure comprised Letters of the aggregate undrawn amount of L/CsCredit; (vi) to the payment cash collateralization of the remaining Obligation Borrower’s reimbursement obligations in the order and manner Required Lenders deem appropriate; and (vii) the balance, if any, after all respect of the Obligation has been indefeasibly LC Outstandings not paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Papers.clause

Order of Application. (a) If So long as no Default or Potential Default existshas occurred and is continuing, payments, payments and prepayments of the Obligation shall be applied first to fees then due, second to accrued interest then due and payable on the Principal Debt, and then to the remaining Obligation in the order and manner as Borrower may direct; provided that, each such payment or prepayment (other than payments of fees payable solely to Administrative Agent or a specific Lender) shall be allocated to each Lender in the proportion that the Principal Debt owed to such Lender bears to the Principal Debt owed to all Lenders under the 364-Day Facility (or Subfacility thereunder) in respect of which such payment was made. (b) If a Default or Potential Default existshas occurred and is continuing (or if Borrower fails to give directions as permitted under SECTION 3.11(a)), any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligation in the following order: : (i) to the ratable payment of all fees, expenses, fees and indemnities reasonable expenses for which Administrative Agent has Agents or Lenders have not been paid or reimbursed in accordance with the Loan Papers; (ii) to the ratable payment of all fees, expenses, and indemnities (other than L/C fees set forth in Section 5.3 hereof (collectively, “L/C Fees”)) for which Lenders have not been paid or reimbursed in accordance with the Loan Papers (as used in this clause (iiSECTION 3.11(b)(i), a “"ratable payment” " for any Lender or any Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, fees and indemnities AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT owed to such Lender or Agent bears to the total aggregate fees, expenses, fees and indemnities owed to all Lenders and Agents on such date of determination); ; (ii) to the Pro Rata payment of all accrued and unpaid interest on the Principal Debt; (iii) to the ratable payment of accrued and unpaid interest on the Swing Line Principal Debt which is due and L/C Fees (as used payable and which remains unfunded by any Borrowing under this Agreement; provided that, such payments shall be allocated among the Swing Line Lenders and the Lenders which have funded their participation in this clause (iii), “ratable payment” means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Swing Line Principal Debt owed to such Lender bears to the total accrued and unpaid interest on the Principal Debt owed to all Lenders); Debt; (iv) to the ratable Pro Rata payment of the remaining Principal Debt in such order as Determining Lenders may elect (as used provided that, Determining Lenders will apply such proceeds in this clause (iv), “ratable payment” means for an order that will minimize any Lender, on any date of determination, that proportion which the Principal Debt owed to such Lender bears to the Principal Debt owed to all LendersConsequential Loss); and (v) to Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Exposure comprised of the aggregate undrawn amount of L/Cs; (vi) to the payment of the remaining Obligation in the order and manner Required Determining Lenders deem appropriate; and (vii) the balance, if any, after all of the Obligation has been indefeasibly paid in full, to Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate undrawn amount of L/Cs pursuant to clause (v) above shall be applied to satisfy drawings under such L/Cs as they occur. If any amount remains on deposit as Cash Collateral after all L/Cs have either been fully drawn or expired, such remaining amount shall be applied to the other Obligation, if any, in the order set forth above. Subject to the provisions of Section 14 SECTION 10 and provided that Administrative Agent shall not in any event not be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders, Required Revolver Lenders or Required Term Loan Determining Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the this Agreement and the related Loan Papers.