Common use of Application of Proceeds Clause in Contracts

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth fifth, to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents; and sixth, to the Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts. Any balance remaining shall be delivered to Borrowers or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such the Borrower or any Guarantor other Credit Party of all or any part of the Obligations, and, as between Borrowers the Credit Parties on the one hand and Agent and Lenders Holders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable (subject to clause (b) below) notwithstanding any previous application by Agent. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent voluntary and mandatory, payments, prepayments or redemptions made in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything Obligations shall be delivered to the contrary contained in this Agreement, if an Acceleration Event Agent and shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, be applied in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Transaction Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on a pro rata basis with respect to the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts)outstanding Notes; fourthand third, to the principal amount of Notes then due and owing on a pro rata basis with respect to the Obligations outstanding; and fifth to any other indebtedness outstanding Notes. (c) Any payments, prepayments or obligations proceeds of Borrowers owing to Agent or Collateral received by any Lender that were not permitted to be made under this Agreement or were not applied as required under this Agreement shall be promptly paid over to the Financing DocumentsAgent for application under Section 10.5(b). Any balance remaining after giving effect to the applications set forth in this Section 10.5 shall be delivered to Borrowers Borrower or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out any of the foregoingapplications set forth in this Section 10.5, (yi) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, category and (zii) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Borrowers irrevocably waives waive the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower the Borrowers or any Guarantor other Credit Party of all or any part of the Obligations, and, as between Borrowers the Credit Parties on the one hand and Agent and Lenders Holders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable (subject to clause (b) below) notwithstanding any previous application by Agent. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent voluntary and mandatory, payments, prepayments or redemptions made in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything Obligations shall be delivered to the contrary contained in this Agreement, if an Acceleration Event Agent and shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, be applied in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Transaction Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations accrued and expenses incurred by or owing to any Lender unpaid interest on the First Out Notes on a pro rata basis with respect to this Agreement, the other Financing Documents or the Collateraloutstanding First Out Notes; third, to the principal amount of the First Out Notes and to any Prepayment Premium thereon then due and owing on a pro rata basis with respect to the outstanding First Out Notes; fourth, to accrued and unpaid interest on the Obligations (including any interest which, but for Fourth Tranche US Last Out Term Notes on a pro rata basis with respect to the provisions of the Bankruptcy Code, would have accrued on such amounts)outstanding Fourth Tranche US Last Out Term Notes; fourthfifth, to the principal amount of the Obligations outstanding; Fourth Tranche US Last Out Term Notes and fifth to any other indebtedness Prepayment Premium thereon then due and owing on a pro rata basis with respect to the Fourth Tranche US Last Out Term Notes. (c) Any payments, prepayments or obligations proceeds of Borrowers owing to Agent or Collateral received by any Lender that were not permitted to be made under this Agreement or were not applied as required under this Agreement shall be promptly paid over to the Financing DocumentsAgent for application under Section 10.5(b). Any balance remaining after giving effect to the applications set forth in this Section 10.5 shall be delivered to Borrowers Borrower Representative or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out any of the foregoingapplications set forth in this Section 10.5, (yi) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, category and (zii) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this AgreementAgreement or any Credit Document, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives Default and after the right to direct acceleration of the application principal amount of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsLoans hereunder, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the ObligationsAdministrative Agent, and any and all including proceeds of Collateral received by AgentCollateral, in such order as Agent may from time to time elect.shall be applied: (ci) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to the Administrative Agent and the Collateral Agent with respect to this Agreement, the other Financing Credit Documents or the Collateral; ; (ii) second, to all fees, premium, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Credit Documents or the Collateral; ; (iii) third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); ) other than Obligations under any Hedging Agreement; (iv) fourth, to (A) the principal amount of the Obligations outstanding; (including the PIK Amount) and fifth (B) Obligations under any Hedging Agreement owing to a Lender Counterparty or a Secured Hedging Counterparty in an aggregate amount not to exceed the Secured Hedging Obligations Cap; (v) fifth, to any Obligations under any Hedging Agreement in excess of the Secured Hedging Obligations Cap; (vi) sixth, to any other indebtedness Indebtedness or obligations of Borrowers any Credit Party owing to Agent the Administrative Agent, any Lender or any Lender other Secured Party under the Financing Documents. Any balance remaining shall be delivered Credit Documents for which the Administrative Agent has received written notice of such Obligations as being outstanding; and (vii) seventh, after all Obligations have been Paid in Full, to Borrowers the Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, category and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor Credit Party of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Credit Parties owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Credit Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything From and after the date on which the Administrative Agent has taken any action pursuant to the contrary contained in this Agreement, upon the occurrence Section 9.2 and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and until all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part Obligations of the ObligationsLoan Parties have been paid in full, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by the Administrative Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Administrative Agent, in such order shall be applied as Agent may from time to time elect.follows: (ci) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, reimburse the Administrative Agent and the Lenders for out-of-pocket costs, indemnitiesexpenses and disbursements, liabilitiesincluding reasonable attorneys’ and paralegals’ fees and legal expenses, obligations incurred by the Administrative Agent or the Lenders in connection with realizing on the Collateral or collection of any Obligations of any of the Loan Parties under any of the Loan Documents, including advances made by the Lenders or any one of them or the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred by to sell or owing to Agent with respect to this Agreementotherwise realize on, the or prepare for sale or other Financing Documents or realization on, any of the Collateral; ; (ii) second, to the repayment of all Obligations then due and unpaid of the Loan Parties to the Lenders or their Affiliates incurred under this Agreement or the Loan Documents (other than under any Lender Provided Hedge or Other Lender Provided Financial Services Product), whether of principal, interest, fees, costs, indemnities, liabilities, obligations expenses or otherwise and expenses incurred by or owing to any Lender with respect to this Agreement, cash collateralize the other Financing Documents or the Collateral; Letter of Credit Obligations; (iii) third, to accrued the repayment of all Obligations then due and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts)Loan Parties to the Lenders or their Affiliates incurred under any Lender Provided Hedge or Other Lender Provided Financial Services Product; and (iv) fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or balance, if any, as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryrequired by Law.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence From and during the continuance of an any Event of Default, each Borrower irrevocably waives any monies or property actually received by the right Agents pursuant to direct this Agreement or any other Loan Document, the application exercise of any and all payments at rights or remedies under any time or times thereafter received by Agent from or on behalf of such Borrower Security Document or any Guarantor of all or other agreement with any part Credit Party which secures any of the Obligations, andshall be applied in the following order: (a) First, to payment of the reasonable out-of-pocket expenses, liabilities, losses, costs, duties, fees, charges or other moneys whatsoever (together with interest payable thereon) as between Borrowers on may have been paid or incurred in, about or incidental to any sale or other realization of Collateral, including any costs or expenses incurred by the one hand Collateral Agent necessary for the preservation or protection of Collateral and reasonable compensation to each Agent and Lenders on the otherits agents and counsel, Agent shall have the continuing and exclusive right to apply and to reapply the ratable payment of any other unreimbursed reasonable expenses and all payments received against indemnities for which any Secured Party is to be reimbursed pursuant to this Agreement or any other Loan Document, in each case that are then due and payable; *Information marked with an asterisk herein has been omitted and filed separately with the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by AgentCommission pursuant to a request for confidential treatment. (b) Following Second, to the occurrence ratable payment of accrued but unpaid fees of the Agents, Commitment Fees, and continuance of an Event of Default, but absent other fees owing to the occurrence Agents and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent the Lenders in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect.Advances under this Agreement; (c) Notwithstanding anything Third, to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect ratable payment of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and but unpaid interest on the Obligations Advances then due and payable under this Agreement; (including d) Fourth, ratably, according to the then unpaid amounts thereof, without preference or priority of any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourthkind among them, to the principal amount ratable payment of all other Obligations then due and payable which relate to Advances and which are owing to the Obligations outstanding; Agents and fifth the Lenders; (e) Fifth, to the ratable payment of any other indebtedness or obligations outstanding Obligations then due and payable; and (f) Sixth, any excess after payment in full of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining all Obligations shall be delivered paid to Borrowers the Borrower or to whomever such other Person who may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryexcess.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this AgreementAgreement or any Credit Document, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives Default and after the right to direct acceleration of the application principal amount of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsLoans hereunder, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the ObligationsAdministrative Agent, and any and all including proceeds of Collateral received by AgentCollateral, in such order as Agent may from time to time elect.shall be applied: (ci) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to the Administrative Agent and the Collateral Agent with respect to this Agreement, the other Financing Credit Documents or the Collateral; ; (ii) second, to all fees, premium (including the Prepayment Premium), costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Credit Documents or the Collateral; ; (iii) third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); ) other than Obligations under any Hedging Agreement; (iv) fourth, to the principal amount of the Obligations outstanding; and fifth other than Obligations under any Hedging Agreement; (v) fifth, to any Obligations under any Hedging Agreement; (vi) sixth, to any other indebtedness Indebtedness or obligations of Borrowers any Credit Party owing to Agent the Administrative Agent, any Lender or any Lender other Secured Party under the Financing Documents. Any balance remaining shall be delivered Credit Documents for which the Administrative Agent has received written notice of such Obligations as being outstanding; and (vii) seventh, after all Obligations have been Paid in Full, to Borrowers the Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, category and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything All moneys collected by the Pledgee upon any sale, application or other disposition of Collateral through enforcement, realization hereunder or otherwise, together with all other moneys received by the Pledgee hereunder in respect of Collateral, shall first be applied to the contrary contained payment of all costs and expenses incurred by the Pledgee in this Agreementconnection with such sale or disposition, upon the occurrence and during delivery of the continuance of an Event of Default, each Borrower irrevocably waives Collateral or the right to direct the application collection of any such moneys (including, without limitation, reasonable attorneys' fees and all payments at any time or times thereafter received by Agent from or on behalf expenses), and the balance of such Borrower or any Guarantor of all or any part of moneys (the Obligations, and, "Remaining Proceeds") shall be applied by the Pledgee as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agentrequired below. (b) Following Prior to the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent satisfaction in respect full of the Senior Obligations, and any and all proceeds of Collateral received by Agentthe Remaining Proceeds shall be applied, when available, to satisfy, in full, the Senior Obligations. Where the Remaining Proceeds are insufficient to pay off the Senior Obligations in full, such order as Agent may from time Remaining Proceeds will be applied (i) first, to time electthe unpaid and accrued interest on the Parent Notes, (ii) second, to the unpaid principal amount of the Parent Notes, and (iii) third, to any other obligations owed under the Parent Notes. (c) Notwithstanding anything After the satisfaction in full of the Senior Obligations, any Remaining Proceeds not theretofore distributed pursuant to the contrary contained foregoing provisions of this Section 9 shall be applied, when available, to satisfy, in this Agreementfull, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent the Subordinated Obligations. Where the Remaining Proceeds are insufficient for the payment in respect full of the outstanding Subordinated Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior (i) first, to the application unpaid and accrued interest on the Cadmus Notes, (ii) second, to the next succeeding categoryunpaid principal amount of the Cadmus Notes, and (ziii) each of third, to any other obligations owed under the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryCadmus Notes.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent Lender from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders Lender on the other, Agent Lender shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent Lender may deem advisable notwithstanding any previous application by AgentLender. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent Lender shall apply any and all payments received by Agent Lender in respect of the Obligations, and any and all proceeds of Collateral received by AgentLender, in such order as Agent Lender may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent Lender shall apply any and all payments received by Agent Lender in respect of the Obligations, and any and all proceeds of Collateral received by AgentLender, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent Lender with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourththird, to the principal amount of the Obligations outstanding; and fifth fourth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, foregoing and (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each : (a) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. , and (b) Following in the occurrence and continuance absence of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received a specific determination by Agent in with respect thereto, the proceeds of any sale of, or other realization upon, all or any part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations indemnities and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations indemnities and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, which but for the provisions of the U.S. Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Borrower owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any Guarantor other Credit Party of all or any part of the Obligations, and, as between Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent. , and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); and fifth to any other indebtedness or obligations of Borrowers owing to Administrative Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this AgreementAgreement (including, upon without limitation, Article IV hereof, but subject to Section 10.6(d)), all payments and proceeds (including the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application proceeds of any and all payments at any time Asset Sale or times thereafter received by Agent from other sale of, or on behalf of such Borrower or any Guarantor of other realization upon, all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments Collateral) received against after acceleration of the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligationsany sale of, and collection from, or realization upon all or any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Foreign Collateral received by Agent, in the following ordershall be applied: first, to all fees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to Administrative Agent, Collateral Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Loan Documents or the Collateral; thirdsecond, to accrued and unpaid interest on the Foreign Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourththird, to all other Foreign Obligations outstanding and to cash collateralize outstanding Letters of Credit (pro rata among all such Foreign Obligations based upon the principal amount thereof or the outstanding face amount of the Obligations outstanding; such Letters of Credit, as applicable, and fifth with respect to any other indebtedness or obligations of Borrowers owing amounts applied to Agent or any Lender under the Financing DocumentsTerm Loans, pro rata among all remaining Scheduled Term Repayments thereof). Any balance remaining shall be delivered to Borrowers Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. (b) Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Article IV hereof, but subject to Section 10.6(d)), all payments and proceeds (including the proceeds of any Asset Sale or other sale of, or other realization upon, all or any part of the U.S. Collateral) received after acceleration of the Obligations in respect of any sale of, collection from, or realization upon all or any part of the U.S. Collateral shall be applied: first, to all fees, costs and expenses incurred by or owing to Administrative Agent, Collateral Agent and any Lender with respect to this Agreement, the other Loan Documents or the Collateral; second, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); third, to all other Obligations outstanding and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations based upon the principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable, and with respect to amounts applied to Term Loans, pro rata among all remaining Scheduled Term Repayments thereof). In carrying out the foregoing, Any balance remaining shall be delivered to Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. (yc) Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. (d) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that (i) no payments from the proceeds arising out of Offshore Collateral Documents shall be applied to pay any U.S. Obligations and (ii) no Offshore Borrower or Offshore Guarantor shall be liable to pay or otherwise be liable, in whole or in part, for principal, interest, fees or other Obligations of the numerical order provided until exhausted prior U.S. Borrower or any Loan Party party to the application Subsidiary Guaranty as a result of the exercise of remedies by the Agents and the Lenders under Section 10.3 or otherwise, provided further that no Swiss Borrower shall be liable to pay or otherwise be liable, in whole or in part, for principal, interest, fees and other Obligations of the other Loan Parties as a result of the exercise of remedies by the Agents and the Lenders under Section 10.3 or otherwise; provided that any Net Insurance/ Condemnation Proceeds received by OI Europe shall only be applied in connection with Loans drawn for its own account. (e) Anything in this Article X to the next succeeding categorycontrary notwithstanding, Administrative Agent shall, at the request of the Requisite Lenders, rescind and annul any acceleration (other than an acceleration pursuant to Section 10.2) of the Loans by written instrument filed with Borrowers; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (zB) each no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share provision of amounts available to be applied pursuant thereto for such categorySection 12.1 hereof.

Application of Proceeds. (a) Notwithstanding anything Any moneys collected by the Trustee pursuant to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent Article 7 in respect of the Obligations, and Securities of any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received series shall be applied in the numerical following order provided until exhausted prior at the date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of Principal, interest or Additional Amounts, if any, upon presentation of the several Securities in respect of which moneys have been collected and noting thereon the payment, or issuing Securities of such series and tenor in reduced principal amounts in exchange for the presented Securities of such series and tenor if only partially paid, or upon surrender thereof if fully paid: (a) To the payment of all amounts due the Trustee under Section 8.7 applicable to the application Securities of such series in respect of which moneys have been collected; (b) In case the Principal of the Securities of such series in respect of which moneys have been collected shall not have become and be then due and payable, to the next succeeding categorypayment of interest on and Additional Amounts, if any, in respect of the Securities of such series in default in the order of the maturity of the installments of such interest and Additional Amounts, if any, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest and Additional Amounts, if any, at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in such Securities, such payments to be made ratably to the persons entitled thereto, without discrimination or preference; (c) In case the Principal of the Securities of such series in respect of which moneys have been collected shall have become and shall be then due and payable, to the payment of the whole amount then owing and unpaid upon all the Securities of such series for Principal, interest and Additional Amounts, if any, with interest upon the overdue Principal, and (zto the extent that such interest has been collected by the Trustee) each upon overdue installments of interest at the same rate as the rate of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the Securities of such series; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon the Securities of such series, then to the payment of such Principal and interest or Yield to Maturity, without preference or priority of Principal over interest or Yield to Maturity, or of interest or Yield to Maturity over Principal, or of any installment of interest over any other installment of interest, or of any Security of such series over any other Security of such series, ratably to the aggregate of such Principal and accrued and unpaid interest or Yield to Maturity; and (d) To the payment of the Persons remainder, if any, to the Company, or to the extent the Trustee collects any amount pursuant to the Guarantee, the Guarantor, or any other person lawfully entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categorythereto.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any other Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Administrative Agent shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); and fifth to any other indebtedness or obligations of Borrowers owing to Administrative Agent or any Lender under the Financing DocumentsDocuments and sixth, to the Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts. Any balance remaining shall be delivered to Borrowers or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category. (c) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Administrative Agent shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in such order as Administrative Agent may from time to time elect.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence From and during the continuance of an any Event of Default, each Borrower irrevocably waives any monies or property actually received by the right Administrative Agent pursuant to direct this Agreement or any other Loan Document, the application exercise of any rights or remedies under any Security Instrument or any other agreement with the Borrower, any Guarantor or any of the Borrower’s Subsidiaries which secures any of the Obligations, shall be applied in the following order: (a) First, to the payment of all amounts, including without limitation costs and all payments at any time or times thereafter received by Agent from or on behalf expenses incurred in connection with the collection of such Borrower or any Guarantor proceeds and the payment of all or any part of the Obligations, anddue to the Administrative Agent under any of the expense reimbursement or indemnity provisions of this Agreement or any other Loan Document, as between Borrowers on the one hand any Security Instrument or other collateral documents, and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent.applicable law; (b) Following Second, to the occurrence ratable payment of accrued but unpaid fees of the Administrative Agent, commitment fees, letter of credit fees, and continuance of an Event of Defaultfronting fees owing to the Administrative Agent, but absent the occurrence Issuing Lender, and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent the Lenders in respect of the Obligations, Advances and any Letters of Credit under this Agreement and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect.the Notes; (c) Notwithstanding anything Third, to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect ratable payment of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and but unpaid interest on the Obligations Advances owing under this Agreement and the Notes; (including d) Fourth, ratably, according to the then unpaid amounts thereof, without preference or priority of any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourthkind among them, to the principal amount ratable payment of all other Obligations then due and payable which relate to Advances and Letters of Credit and which are owing to the Administrative Agent and the Lenders and to the payment of all obligations of the Obligations outstanding; and fifth Borrower or its Subsidiaries owing to any Swap Counterparty under any Interest Hedge Agreement or Hydrocarbon Hedge Agreement, if any, then due and payable; and (e) Fifth, the remainder, if any, to the Borrower or its Subsidiaries, or its respective successors or assigns, or such other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever Person as may be lawfully entitled to receive such balance the same or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent or Term Loan Servicer from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent Agent, Term Loan Servicer and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received by Agent or Term Loan Servicer against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent.. MidCap / Omada Health / Credit, Security and Guaranty Agreement (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent and Term Loan Servicer, as applicable, shall apply any and all payments received by Agent or Term Loan Servicer (as applicable) in respect of the Obligations, and any and all proceeds of Collateral received by AgentAgent or Term Loan Servicer, in such order as Agent or Term Loan Servicer, as applicable, may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent or Term Loan Servicer, as applicable, shall apply any and all payments received by Agent or Term Loan Servicer, as applicable, in respect of the Obligations, and any and all proceeds of Collateral received by AgentAgent or Term Loan Servicer, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent or Term Loan Servicer with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Credit Parties owing to Agent Agent, Term Loan Servicer or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Credit Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower the Borrowers or any Guarantor guarantor of all or any part of the Obligations, and, as between the Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Agent. Administrative Agent and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to the Agents (in their capacities as Collateral Agent and Administrative Agent, respectively) with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth fifth, to any other indebtedness or obligations of the Borrowers owing to Agent Agents or any Lender under the Financing Documents. Any balance remaining shall be delivered delivered, to the extent applicable, in accordance with the Second Lien Intercreditor Agreement, to the Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, Each Pledgor hereby agrees that it shall upon the occurrence and during the continuance continuation of an Event of Default, each Borrower irrevocably waives (i) immediately turn over to the right Collateral Agent any instruments (with appropriate endorsements) or other items constituting Collateral not then in the possession of the Collateral Agent, the possession of which is required for the perfection of the Collateral Agent's security interest for the ratable benefit of the Secured Parties, all of which shall be held in trust for the benefit of the Collateral Agent for the ratable benefit of the Secured Parties and not commingled prior to direct its coming into the application Collateral Agent's possession, and (ii) take all steps necessary to cause all sums, monies, royalties, fees, commissions, charges, payments, advances, income, profits, and other amounts constituting Proceeds of any and all payments at any time or times thereafter received by Agent from or on behalf Collateral to be deposited directly in an account of such Borrower the Pledgor (or any Guarantor of all or any part them) with the Collateral Agent and to cause such sums to be applied to the satisfaction of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following All proceeds from any collection or sale of the occurrence and continuance Collateral pursuant hereto, all Collateral consisting of an Event of Defaultcash, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by deposits in accounts of any Pledgor with any Secured Party shall be applied (i) first, to the payment of the fees and expenses of the Collateral Agent incurred pursuant to this Agreement or any other Loan Document, including costs and expenses of collection or sale, reimbursement of any advances, and any other costs or expenses in connection with the exercise of any rights or remedies hereunder or thereunder (including, without limitation, reasonable fees and disbursements of counsel), (ii) second, to the payment in full of the Obligations owed to the Lenders and the Issuing Bank in respect of the ObligationsLoans, LC Disbursements and any Interest Rate Hedging Agreements, pro rata as among the Lenders (including, but not limited to, any of them as an Interest Rate Protection Merchant) in accordance with the amounts of such Obligations owed to them, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (ciii) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the payment of the Obligations (including any interest which, but for other than those referred to above) pro rata as among the provisions Secured Parties in accordance with the amounts of the Bankruptcy Code, would have accrued on such amounts); fourth, Obligations owed to them. Any amounts remaining after such applications shall be remitted to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance Pledgors or as a court of competent jurisdiction may otherwise direct. In carrying out the foregoing, (y) amounts received The Collateral Agent shall be applied in the numerical order provided until exhausted prior have absolute discretion as to the time of application to the next succeeding categoryof any such proceeds, and (z) each of the Persons entitled to receive a payment cash, or balances in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryaccordance with this Agreement.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence From and during the continuance of an any Event of Default, each Borrower irrevocably waives any monies or property actually received by the right Administrative Agent pursuant to direct this Agreement or any other Loan Document, the application exercise of any and all payments at rights or remedies under any time or times thereafter received by Agent from or on behalf of such Borrower Security Document or any Guarantor of all or other agreement with any part Loan Party which secures any of the Obligations, andshall be applied in the following order: (a) First, to payment of the reasonable expenses, liabilities, losses, costs, duties, fees, charges or other moneys whatsoever (together with interest payable thereon) as between Borrowers on may have been paid or incurred in, about or incidental to any sale or other realization of Collateral, including reasonable compensation to the one hand and Administrative Agent and Lenders on the otherits agents and counsel, Agent shall have the continuing and exclusive right to apply and to reapply the ratable payment of any other unreimbursed reasonable expenses and all payments received against indemnities for which the Obligations Administrative Agent or any Secured Party is to be reimbursed pursuant to this Agreement or any other Loan Document, in such manner as Agent may deem advisable notwithstanding any previous application by Agent.each case that are then due and payable; (b) Following Second, to the occurrence ratable payment of accrued but unpaid fees of the Administrative Agent, commitment fees, letter of credit fees, and continuance of an Event of Defaultfronting fees owing to the Administrative Agent, but absent the occurrence Issuing Bank, and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent the Lenders in respect of the ObligationsRevolving Advances, and any and all proceeds Letters of Collateral received by Agent, in such order as Agent may from time to time elect.Credit under this Agreement; (c) Notwithstanding anything Third, to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect ratable payment of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and but unpaid interest on the Obligations Revolving Advances and the Swing Line Advances then due and payable under this Agreement; (including d) Fourth, ratably, according to the then unpaid amounts thereof, without preference or priority of any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourthkind among them, to the principal amount ratable payment of all other Obligations then due and payable which relate to Revolving Advances, the Obligations outstanding; Swing Line Advances, and fifth Letters of Credit and which are owing to the Administrative Agent, the Issuing Bank, the Swing Line Lender and the Lenders; (e) Fifth, ratably, according to the unpaid termination amounts thereof, to the payment of all obligations of any Borrower or its Subsidiaries owing to any Swap Counterparty under any Swap Contract, if any, then due and payable; (f) Sixth, to the ratable payment of any other indebtedness or obligations outstanding Obligations then due and payable; and (g) Seventh, any excess after payment in full of Borrowers owing all Obligations shall be paid to Agent the Parent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers other Loan Party as appropriate or to whomever such other Person who may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryexcess.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any Guarantor guarantor of all or any part of the Obligations, and, as between Borrowers Borrower on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Administrative Agent shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); fifth to Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts permitted by the terms of this Agreement; and fifth sixth to any other indebtedness or obligations of Borrowers Borrower owing to Administrative Agent or any Lender under the Financing Documents. (c) Absent the occurrence and continuance of an Acceleration Event, Administrative Agent shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in such order as Administrative Agent may from time to time elect. In the absence of any specific election made by Administrative Agent pursuant to this clause (c), payments and proceeds received by Administrative Agent pursuant to this clause (c) shall be applied in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations; fourth, to the principal amount of the Obligations outstanding; fifth to Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts permitted by the terms of this Agreement; sixth to provide cash collateral to secure any then outstanding Loans, Letter of Credit Liability and payment of related fees; seventh to provide cash collateral to secure any other then outstanding Obligations, other than in respect of Swap Contracts permitted, but not required, by the terms of this Agreement, eighth to provide cash collateral to secure Obligations in respect of Swap Contracts permitted, but not required, by the terms of this Agreement; and ninth to any other indebtedness or obligations of Borrower owing to Administrative Agent or any Lender under the Financing Documents. (d) Any balance remaining after giving effect to the applications set forth in this Section 9.6 shall be delivered to Borrowers Borrower or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out any of the foregoingapplications set forth in this Section 9.6, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, category and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent. , and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Administrative Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor Credit Party of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. The Agent, after deduction of any costs of collection, as provided in Section 8.5, shall remit to each Bank (a) Notwithstanding anything to the contrary contained extent a Bank is to share therein) that Bank's pro rata share of all payments of principal, interest and fees payable hereunder in this Agreementaccordance with such Bank's appropriate Percentage; provided, upon however, that all payments received after the termination of the Revolving Commitments following the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the after application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations costs and expenses incurred by the Agent or owing any Bank in collection thereof (as contemplated in Section 8.5), shall be allocated to the Banks in accordance with their Default Percentages. Each Bank's interest under the Loan Documents shall be payable solely from payments, collections and proceeds actually received by the Agent under the Loan Documents; and the Agent's only liability to a Bank with respect to any such payments, collections and proceeds shall be to account for such Bank's Percentage (or Default Percentage, as the case may be) of such payments, collections and proceeds in accordance with this Agreement. If the Agent is required for any reason to refund any such payments, collections or proceeds, each Bank will refund to the Agent, upon demand, its Percentage (or Default Percentage, as the case may be) of such payments, collections or proceeds, together with its Percentage (or Default Percentage, as the case may be) of interest or penalties, if any, payable by the Agent in connection with such refund. If any Bank has wrongfully refused to fund its Percentage of any Borrowing, or if the outstanding principal balance of the Advances made by any Bank is for any other reason less than its respective Percentage of the aggregate principal balance of all Advances, the other Financing Documents or the Collateral; second, Agent may remit payments received by it to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or Banks until such payments have reduced the Collateral; third, to accrued and unpaid interest on aggregate amounts owed by the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, Borrower to the principal extent that the aggregate amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Advances owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount Bank hereunder are equal to its Pro Rata Share Percentage of the aggregate amounts available of the Advances owing to all of the Banks hereunder. The foregoing provision is intended only to set forth certain rules for the application of payments, proceeds and collections in the event that a Bank has breached its obligations hereunder and shall not be applied pursuant thereto for deemed to excuse any Bank from such categoryobligations.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following Subject to the terms of the Affiliated Intercreditor Agreement, following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, subject to the terms of the Affiliated Intercreditor Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth fifth, to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything All moneys collected by the Collateral Agent upon any sale or other disposition of any Collateral, together with all other moneys received by the Collateral Agent under any Security Document, shall be applied as follows: (i) first, to the contrary contained payment of all amounts owing the Collateral Agent for (x) any and all sums advanced by the Collateral Agent in order to preserve the Collateral or preserve its security interest and other Liens in the Collateral, (y) the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights under this AgreementAgreement or any Security Document, upon together with reasonable attorneys’ fees and court costs, in each case, in the occurrence event of any proceeding for the collection or enforcement of any indebtedness, obligations, or liabilities of Holdings or its Subsidiaries and during the continuance of after an Event of Default, each Borrower irrevocably waives Default shall have occurred and be continuing and (z) all amounts paid by the right to direct Collateral Agent for which the application of any and all payments at any time or times thereafter received Collateral Agent is indemnified by Agent from or on behalf of such Borrower Holdings or any Guarantor of all its Subsidiaries and for which the Collateral Agent is entitled to reimbursement pursuant to Section 9.05 or any part of the Obligations, and, as between Borrowers on indemnification provisions contained in the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent.Security Documents; (bii) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to the extent proceeds remain after the application pursuant to the preceding clause (i), to the payment of all fees, costs, indemnities, liabilities, obligations and expenses incurred by or amounts owing to any Lender with respect Agent for (x) all amounts paid by such Agent for which such Agent is indemnified by Holdings or any of its Subsidiaries and for which such Agent is entitled to this Agreement, the other Financing Documents reimbursement pursuant to Section 9.05 or the Collateral; indemnification provisions contained in the Security Documents and (y) all amounts owing to any Agent pursuant to any of the Loan Documents in its capacity as such; (iii) third, to accrued the extent proceeds remain after the application pursuant to the preceding clauses (i) and unpaid interest on (ii), an amount equal to the outstanding Primary Obligations (including any interest whichshall be paid to the Secured Creditors as provided in Section 9.21(d), but for with each Secured Creditor receiving an amount equal to its outstanding Primary Obligations or, if the provisions proceeds are insufficient to pay in full all such Primary Obligations, its Pro Rata Share of the Bankruptcy Code, would have accrued on such amounts); amount remaining to be distributed; (iv) fourth, to the principal extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, an amount equal to the outstanding Secondary Obligations shall be paid to the Secured Creditors as provided in Section 9.21(d), with each Secured Creditor receiving an amount equal to its outstanding Secondary Obligations or, if the proceeds are insufficient to pay in full all such Secondary Obligations, its Pro Rata Share of the Obligations outstandingamount remaining to be distributed; and (v) fifth, to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iv), inclusive, and fifth following the termination of this Agreement and the Security Documents, to any other indebtedness Holdings or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers its relevant Subsidiary or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out surplus. (b) When payments to Secured Creditors are based upon their respective Pro Rata Shares, the foregoing, (y) amounts received by such Secured Creditors shall be applied in the numerical order provided until exhausted prior (for purposes of making determinations under this Section 9.21 only) (i) first, to the application to the next succeeding category, their Primary Obligations and (zii) each second, to their Secondary Obligations. If any payment to any Secured Creditor of its Pro Rata Share of any distribution would result in overpayment to such Secured Creditor, such excess amount shall instead be distributed in respect of the Persons entitled unpaid Primary Obligations or Secondary Obligations, as the case may be, of the other Secured Creditors, with each Secured Creditor whose Primary Obligations or Secondary Obligations, as the case may be, have not been paid in full to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share such excess amount multiplied by a fraction the numerator of which is the unpaid Primary Obligations or Secondary Obligations, as the case may be, of such Secured Creditor and the denominator of which is the unpaid Primary Obligations or Secondary Obligations, as the case may be, of all Secured Creditors entitled to such distribution. (c) Each of the Secured Creditors, by their acceptance of the benefits of the Security Documents, agrees and acknowledges that if the Lenders receive a distribution on account of undrawn amounts available with respect to Letters of Credit issued under this Agreement (which shall only occur after all outstanding Revolving Facility Loans and unreimbursed L/C Disbursements have been paid in full), such amounts shall be paid to the Administrative Agent and held by it, for the equal and ratable benefit of the Lenders, as cash security for the repayment of all obligations owing to the Lenders as such. If any amounts are held as cash security pursuant to the immediately preceding sentence, then upon the termination of all outstanding Letters of Credit, and after the application of all such cash security to the repayment of all obligations owing to the Lenders after giving effect to the termination of all such Letters of Credit, if there remains any excess cash, such excess cash shall be returned by the Administrative Agent to the Collateral Agent for distribution in accordance with Section 9.21(a). (d) All payments required to be applied made hereunder shall be made (x) if to the Lenders, to the Administrative Agent for the account of the Lenders and (y) if to the Swap Counterparties, to the trustee, paying agent or other similar representative (each, a “Representative”) for the Swap Counterparties or, in the absence of such a Representative, directly to the Swap Counterparties. (e) For purposes of applying payments received in accordance with this Section 9.21, the Collateral Agent shall be entitled to rely upon (i) the Administrative Agent and (ii) the Representative or, in the absence of such a Representative, upon the Swap Counterparties for a determination (which the Administrative Agent, each Representative and the Swap Counterparties agree (or shall agree) to provide upon request of the Collateral Agent) of the outstanding Primary Obligations and Secondary Obligations owed to the Secured Parties. Unless it has received written notice from a Lender or a Swap Counterparty to the contrary, the Administrative Agent and each Representative, in furnishing information pursuant thereto for such categoryto the preceding sentence, and the Collateral Agent, in acting hereunder, shall be entitled to assume that no Secondary Obligations are outstanding. (f) It is understood that Holdings and the other Loan Parties shall remain jointly and severally liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the Secured Obligations.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower , (a) Borrowers irrevocably waives waive the right to direct the application of any and all payments at any time or times thereafter received by Applicable Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsBorrowers, and, as between Borrowers on the one hand and Agent and Lenders on the other, Applicable Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against at any time or times after the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agentoccurrence and during the continuance of an Event of Default. (b) Following Acceleration of US Obligations, the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of US Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to Agent with respect to this AgreementUS Agent, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations any US Tranche A Lender and expenses incurred by or owing to any US Tranche A1 Lender with respect to this Agreement, the other Financing Loan Documents or the US Collateral; thirdsecond, to accrued and unpaid interest on and Fees with respect to the US Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the US Tranche A1Loans outstanding; fourth, to the principal amount of all other US Obligations outstanding (other than US Obligations owed to any US Lender under a US Interest Rate Agreement) and to cash collateralize outstanding US Letters of Credit (pro rata among all such US Obligations (based upon the Obligations outstandingprincipal amount thereof or the outstanding face amount of such US Letters of Credit, as applicable); and fifth to any other indebtedness or obligations US Obligations of US Borrowers owing to US Agent or any US Lender under the Loan Documents or any US Interest Rate Agreement and sixth to any other Obligations of US Borrowers owing to Agents or any Lender under the Financing Loan Documents. Any balance remaining shall be delivered to US Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. (c) Following Acceleration of Canadian Obligations, the proceeds of any sale of, or other realization upon, all or any part of the Canadian Collateral shall be applied: first, to all costs and expenses incurred by or owing to Canadian Agent, and any Canadian Tranche A Lender and any Canadian Tranche A1 Lender with respect to this Agreement, the other Loan Documents or the Canadian Collateral; second, to accrued and unpaid interest and Fees with respect to the Canadian Obligations (including any interest which but for the provisions of any Insolvency Law, would have accrued on such amounts); third, to the principal amount of the Canadian Tranche A1 Loans outstanding; fourth, to the principal amount of all other Canadian Obligations outstanding and to cash collateralize outstanding Canadian Letters of Credit (pro rata among all such Canadian Obligations (based upon the principal amount thereof or the outstanding face amount of such Canadian Letters of Credit, as applicable); and fifth to any other Canadian Obligations of Canadian Borrowers owing to Canadian Agent or any Canadian Lender under the Loan Documents. Any balance remaining shall be delivered to Canadian Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received The proceeds of any sale of or other realization upon assets of a Canadian Borrower shall in all cases be applied first to repay obligations of such Canadian Borrower in the numerical order provided until exhausted prior specified and shall thereafter be made available to the application other Canadian Borrowers to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categorypay other Canadian obligations.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this AgreementAll proceeds from each sale of, upon the occurrence and during the continuance of an Event of Defaultor ----------------------- other realization upon, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsCollateral following an Event of Default shall be applied or paid over as follows: (i) First: to the payment of all costs and expenses ----- incurred inconnection with such sale or other realization, and, as between Borrowers on including reasonable attorneys' fees; (ii) Second: to the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against payment of the Obligations in such manner (with the ------ Borrower remaining liable for any deficiency) as the Administrative Agent may deem advisable notwithstanding any previous application by Agent.elect; and (biii) Following Third: the balance (if any) of such proceeds shall be ----- paid to the Borrower, subject to any duty imposed by law, or otherwise to whomsoever shall be entitled thereto. THE BORROWER SHALL REMAIN LIABLE AND WILL PAY, ON DEMAND, ANY DEFICIENCY REMAINING IN RESPECT OF THE OBLIGATIONS, TOGETHER WITH INTEREST THEREON AT A RATE PER ANNUM EQUAL TO THE HIGHEST RATE THEN PAYABLE HEREUNDER ON SUCH OBLIGATIONS, WHICH INTEREST SHALL CONSTITUTE PART OF THE OBLIGATIONS. provided, however, that, upon the occurrence and continuance of an Event of DefaultDefault under -------- ------- Subsections 13.1(e) or 13.1(f) hereof, but absent the occurrence and continuance Commitments of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the ObligationsLenders ------------------- -------- shall automatically terminate (including, without limitation, the obligation of the Fronting Bank to issue Letters of Credit), and any the outstanding principal of and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for Notes and all other amounts payable by the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender Borrower under the Financing Documents. Any balance remaining Loan Documents shall be delivered thereupon become immediately due and payable without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to Borrowers accelerate, protest, or to whomever may be lawfully entitled to receive such balance or as a court other formalities of competent jurisdiction may direct. In carrying out any kind, all of which are hereby expressly waived by the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryBorrower.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this AgreementAgreement or any other Credit Document, upon the occurrence and during the continuance of an Event of Default, Default and after the acceleration of the principal amount of any of the Loans hereunder: (a) each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by the Administrative Agent, the Collateral Agent or any Issuing Bank from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsCredit Party, and, as between Borrowers each Credit Party on the one hand and Agent the Administrative Agent, the Collateral Agent, each Issuing Bank and the Lenders on the other, the Administrative Agent shall and each Issuing Bank will have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as the Administrative Agent (or, as applicable, such Issuing Bank) may deem advisable and consistent with this Agreement notwithstanding any previous application by Agent.Administrative Agent (or, as applicable, such Issuing Bank); and (b) Following the occurrence and continuance of an Event of Defaultsubject to Section 2.15(d), but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of any Secured Party (other than through the ObligationsAdministrative Agent), and any and all including proceeds of Collateral received by AgentCollateral, in such order as Agent may from time to time elect.will be applied: (ci) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to the Administrative Agent or the Collateral Agent with respect to this Agreement, the other Financing Credit Documents or the Collateral; ; (ii) second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender or Issuing Bank with respect to this Agreement, the other Financing Credit Documents or the Collateral; ; (iii) third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); ; (iv) fourth, (A) to the principal amount of the Obligations, including, without limitation, with respect to the deposit of Cash Collateral to secure the Letter of Credit Usage and future payment of related fees in compliance with Section 2.4(h), (B) to any Obligations under any Secured Rate Contract and (C) to any Obligation under any Bank Product Agreement for which the Administrative Agent has received written notice of such Obligations as being outstanding; and fifth ; (v) fifth, to any other indebtedness Indebtedness or obligations of Borrowers any Credit Party owing to Agent the Administrative Agent, the Collateral Agent, any Lender or any Lender other Secured Party under the Financing Documents. Any balance remaining shall be delivered Credit Documents or any Bank Product Agreement for which the Administrative Agent has received written notice of such Obligations as being outstanding under such Bank Product Agreement; and (vi) sixth, to Borrowers the Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y1) amounts received shall will be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, category and (z2) each of the Persons entitled to receive a payment in any particular category shall will receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents; and sixth, to the Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to After a Default and acceleration of the contrary contained in this AgreementObligations, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application proceeds of any and all payments at any time sale or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor enforcement of all or any part of the ObligationsCollateral pursuant to the Security Agreement and the balance of any moneys in the Settlement Account and the Funding Account shall be applied by the Agent: FIRST, andto the extent that any such proceeds arise from a sale of any Pledged Servicing, to the payment of any amounts due by the Borrower to the other party to the Servicing Agreements governing such Pledged Servicing, as between Borrowers on a condition to the one hand transfer of the Borrower's interest in any such Pledged Servicing, pursuant to the terms of such Servicing Agreements, including without limitation all amounts described in the Acknowledgement Agreements; SECOND, to the extent not already repaid from the proceeds of the Collateral by the Collateral Agent, to the payment of all costs and Agent expenses of such sale or enforcement, including reasonable compensation to the Agent's agents and Lenders on the othercounsel, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against expenses, liabilities and advances made or incurred by the Obligations in such manner as Agent may deem advisable notwithstanding or any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect Lender acting on instructions of the ObligationsRequired Lenders in connection therewith; THIRD, and any and all to the extent not already repaid from the proceeds of the Collateral received by the Collateral Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and payment of all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to the Collateral Agent with respect to this under the Security Agreement, the other Financing Documents or the Collateral; secondFOURTH, to the payment of the outstanding principal balance of, and all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on and Fees attributable to, all Loans under this Agreement, ratably according to the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on amount so due to each Lender until such amounts)amounts are paid in full; fourthFIFTH, to the principal amount extent proceeds remain after application under the preceding subparagraphs, to the payment of all remaining Obligations, until such amounts are paid in full; SIXTH, to the extent that any such proceeds arise from a sale of any Pledged Servicing and remain after satisfying the prior amounts in full, to the payment of all sums due to any party to the Servicing Agreement governing such Pledged Servicing which, by the terms of the Obligations outstandingapplicable Acknowledgment Agreement, are subordinated in priority of payment to the amounts payable to the Agent and the Lenders, as described above; and fifth SEVENTH, to any other indebtedness or obligations of Borrowers owing the payment to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Borrower, or to whomever may be lawfully entitled to receive such balance its successors or assigns, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. In carrying out the foregoing, (y) amounts received The Agent shall be applied in the numerical order provided until exhausted prior have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. If the proceeds of any such sale are insufficient to cover the next succeeding categorycosts and expenses of such sale, as aforesaid, and (z) each the payment in full of the Persons entitled to receive a payment in Obligations, the Borrower shall remain liable for any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categorydeficiency.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor Credit Party of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time shall be directed by the Required Lenders; provided that all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to time electthe Agent with respect to this Agreement, the other Financing Documents or the Collateral shall be paid prior to the Required Lenders directing payment to any other parties or accounts. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Credit Parties owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Credit Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any Guarantor guarantor of all or any part of the Obligations, and, as between Borrowers Borrower on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent. (b) Following . In the occurrence and continuance absence of an Event of Defaultany specific election by Administrative Agent, but absent the occurrence and continuance of or if an Acceleration EventEvent shall have occurred, and so long as it continues, Administrative Agent shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts)) on a pro-rata basis among the Lenders in accordance with their respective Pro Rata Share; fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e), all on a pro-rata basis among the Lenders in accordance with their respective Pro Rata Share; fifth to Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts permitted by the terms of this Agreement; and fifth sixth to any other indebtedness or obligations of Borrowers Borrower owing to Administrative Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as , all on a court of competent jurisdiction may direct. In carrying out pro-rata basis among the foregoing, (y) amounts received shall be applied Lenders in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its accordance with their respective Pro Rata Share of amounts available to be applied pursuant thereto for such categoryShare.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent or Term Loan Servicer from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent Agent, Term Loan Servicer and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received by Agent or Term Loan Servicer against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent and Term Loan Servicer, as applicable, shall apply any and all payments received by Agent or Term Loan Servicer (as applicable) in respect of the Obligations, and any and all proceeds of Collateral received by AgentAgent or Term Loan Servicer, in such order as Agent or Term Loan Servicer, as applicable, may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent or Term Loan Servicer, as applicable, shall apply any and all payments received by Agent or Term Loan Servicer, as applicable, in respect of the Obligations, and any and all proceeds of Collateral received by AgentAgent or Term Loan Servicer, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent or Term Loan Servicer with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Credit Parties owing to Agent Agent, Term Loan Servicer or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Credit Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower Note Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsNote Party, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. , but in all events subject to Section 8.6(b), and (b) Following after the occurrence and during the continuance of an Event of Default, but absent Agent may, and upon the occurrence direction of the Requisite Purchasers shall, apply all proceeds of the Collateral, and continuance of an Acceleration Event, in any event Agent shall apply any and proceeds of Collateral with respect to any sale of, collection from or other realization upon all payments received or any part of the Collateral pursuant to the exercise in accordance with the terms of the Note Documents by Agent of its rights or remedies during an Event of Default or received in connection with an insolvency proceeding with respect to any Note Party, subject to the provisions of this Agreement, as follows: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to Agent until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees, expense reimbursements and indemnities then due and payable to the Purchasers until paid in full; (iii) third, ratably to pay interest then due and payable in respect of the ObligationsObligations until paid in full; (iv) fourth, and any and all proceeds ratably to pay principal of Collateral received by Agentthe Obligations (or, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreementextent such Obligations are contingent, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent to provide cash collateral in respect of the Obligations, and any and all proceeds of Collateral received by Agent, such Obligations in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent accordance with respect to this Agreement, the other Financing Documents or the Collateral) until paid in full; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourthv) fifth, to the principal amount ratable payment of the all other Obligations outstandingthen due and payable; and fifth to (v) last, any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers the Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out All amounts allocated pursuant to the foregoing, foregoing clauses (yii) amounts received through (v) to the Purchasers shall be applied in the numerical order provided until exhausted prior allocated among and distributed to the application to the next succeeding category, and (z) Purchasers pro rata based on each Purchaser’s share of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryObligations.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each (a) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsBorrower, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding at any previous application by Agent. (b) Following time or times after the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) . Notwithstanding anything to the contrary contained in this AgreementAgreement (including, if an Acceleration Event shall have occurredwithout limitation, Section 1.1 and so long as it continues1.5 hereof), Agent shall apply any and all payments received by Agent in respect (including the proceeds of any Asset Disposition or other sale of, or other realization upon, all or any part of the Obligations, and any and all proceeds Collateral) received after acceleration of Collateral received by Agent, in the following orderObligations shall be applied: first, to all feesFees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Loan Documents or the Collateral; thirdsecond, to accrued and unpaid interest on the Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourththird, to the principal amount of the Obligations outstandingoutstanding (other than Obligations owed under an Interest Rate Agreement) and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations based upon the principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable, and with respect to amounts applied to Term Loans, pro rata among all remaining Scheduled Installments thereof); and fifth fourth to any other indebtedness or obligations of Borrowers Borrower owing to Agent or any Lender under the Financing DocumentsLoan Documents or any Interest Rate Agreement. Any balance remaining shall be delivered to Borrowers Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy CodeCode or similar applicable statute, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor Credit Party of all or any part of the Obligations, and, as between Borrowers the Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers the Credit Parties owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers the Credit Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Agent. Administrative Agent and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all reasonable fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all reasonable fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding (excluding any Obligations in respect of any Swap Contract); fifth, to the Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts permitted by the terms of this Agreement; and fifth fifth, to any other indebtedness or obligations of Borrowers owing to Administrative Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever whoever may be lawfully entitled to receive such balance (including any holder of the indebtedness evidenced by the Affiliated Financing Documents) or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. The Agent, after deduction of any costs of collection, as provided in Section 8.5, shall remit to each Bank (a) Notwithstanding anything to the contrary contained extent a Bank is to share therein) that Bank’s pro rata share of all payments of principal, interest and fees payable hereunder in accordance with such Bank’s appropriate Percentage. Each Bank’s interest under the Loan Documents shall be payable solely from payments, collections and proceeds actually received by the Agent under the Loan Documents; and the Agent’s only liability to a Bank with respect to any such payments, collections and proceeds shall be to account for such Bank’s Percentage of such payments, collections and proceeds in accordance with this Agreement. If the Agent is required for any reason to refund any such payments, collections or proceeds, each Bank will refund to the Agent, upon demand, its Percentage of such payments, collections or proceeds, together with its Percentage of interest or penalties, if any, payable by the occurrence and during Agent in connection with such refund. If any Bank has wrongfully refused to fund its Percentage of any Loans, or if the continuance outstanding principal balance of an Event the Loans made by any Bank is for any other reason less than its respective Percentage of Defaultthe aggregate principal balance of all Loans (except Swing Line Loans), each the Agent may remit payments received by it to the other Banks until such payments have reduced the aggregate amounts owed by the Borrower irrevocably waives to the right extent that the aggregate amount of the Loans owing to direct such Bank hereunder are equal to its Percentage of the aggregate amounts of the Loans owing to all of the Banks hereunder. The foregoing provision is intended only to set forth certain rules for the application of any payments, proceeds and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, collections in the following order: first, event that a Bank has breached its obligations hereunder and shall not be deemed to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to excuse any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on Bank from such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryobligations.

Application of Proceeds. (a) Notwithstanding anything Any moneys collected by the Trustee pursuant to the contrary contained in this AgreementArticle or, upon the occurrence and during the continuance of after an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time money or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent other property distributable in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in Company’s obligations under this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received Indenture shall be applied in the numerical following order provided until exhausted prior at the date or dates fixed by the Trustee and, in case of the distribution of such moneys or other property on account of principal (including Additional Amounts), upon presentation of the Notes in respect of which moneys have been collected and stamping (or otherwise noting) thereon the payment, or issuing Notes in reduced principal amounts in exchange for the presented Notes if only partially paid, or upon surrender thereof if fully paid: FIRST: to the application payment of all amounts due to the next succeeding categoryTrustee and/or any predecessor Trustee under Section 6.6, except for any such amounts that result from negligence or willful misconduct; SECOND: to the payment of all amounts due to the Agents; THIRD: in case the principal of the Notes in respect of which moneys have been collected shall not have become and be then due and payable, to the payment of overdue interest (zincluding Additional Amounts) each on such Notes in default in the order of the maturity of the installments of such interest (including Additional Amounts), with interest upon the overdue installments of interest (including Additional Amounts) at the rate or rates of interest specified in such Notes, such payments to be made ratably to the Persons entitled thereto, without discrimination or preference; FOURTH: in case the principal of the Notes in respect of which moneys have been collected shall have become and shall be then due and payable, to receive a the payment of the whole amount then owing and unpaid upon all such Notes for principal and interest (including Additional Amounts), with interest upon the overdue principal, and upon overdue installments of interest (including Additional Amounts), at the rate or rates of interest specified in such Notes; and in case such moneys shall be insufficient to pay in full the whole amount so due and unpaid upon such Notes, then to the payment of such principal and interest (including Additional Amounts), without preference or priority of principal over interest (including Additional Amounts), or of interest over principal, or of any particular category shall receive an amount equal installment of interest over any other installment of interest, or of such Note over any other such Note, ratably to its Pro Rata Share the aggregate of amounts available such principal and accrued and unpaid interest (including Additional Amounts); and FIFTH: to be applied pursuant the payment of the remainder, if any, to the Company or any other Person lawfully entitled thereto for such categoryof which the Trustee has received written notice.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this AgreementAgreement (including, upon without limitation, Article IV hereof, but subject to Section 10.6(d)), all payments and proceeds (including the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application proceeds of any and all payments at any time Asset Sale or times thereafter received by Agent from other sale of, or on behalf of such Borrower or any Guarantor of other realization upon, all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments Collateral) received against after acceleration of the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following or after the occurrence and continuance of an any Event of Default, but absent Default under Section 10.1(a) resulting from a failure to pay any Loan or other Obligation at the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent final maturity thereof in respect of the Obligationsany sale of, and collection from, or realization upon all or any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Foreign Collateral received by Agent, in the following ordershall be applied: first, to all fees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to Administrative Agent, Collateral Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Loan Documents or the Collateral; thirdsecond, to accrued and unpaid interest on the Foreign Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourththird, to all other Foreign Obligations outstanding and to cash collateralize outstanding Letters of Credit issued for the account of any Offshore Borrower or Offshore Guarantor (pro rata among all such Foreign Obligations based upon the principal amount thereof or the outstanding face amount of the Obligations outstanding; such Letters of Credit, as applicable, and fifth with respect to any other indebtedness or obligations of Borrowers owing amounts applied to Agent or any Lender under the Financing DocumentsTerm Loans, pro rata among each Term Loan Facility, and within each Term Loan Facility, pro rata among all remaining Scheduled Term Repayments thereof). Any balance remaining shall be delivered to Borrowers the applicable Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. (b) Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Article IV hereof, but subject to Section 10.6(d)), all payments and proceeds (including the proceeds of any Asset Sale or other sale of, or other realization upon, all or any part of the U.S. Collateral) received after acceleration of the Obligations or after the occurrence of any Event of Default under Section 10.1(a) resulting from a failure to pay any Loan or other Obligation at the final maturity thereof in respect of any sale of, collection from, or realization upon all or any part of the U.S. Collateral shall be applied: first, to all fees, costs and expenses incurred by or owing to Administrative Agent, Collateral Agent and any Lender with respect to this Agreement, the other Loan Documents or the Collateral; second, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); third, to all other Obligations outstanding and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations based upon the principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable, and with respect to amounts applied to Term Loans, pro rata among each Term Loan Facility, and within each Term Loan Facility, pro rata among all remaining Scheduled Term Repayments thereof). In carrying out Any balance remaining shall be delivered to the foregoing, applicable Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. (yc) Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. (d) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that (i) no payments from the proceeds arising out of Offshore Collateral Documents (except to the extent providing for the pledge of up to 65% of the Capital Stock of any Foreign Subsidiary or Foreign Subsidiary Holdco, in each case that is directly owned by one or more of Company, the U.S. Borrower or a Subsidiary Guarantor) shall be applied to pay any U.S. Obligations and (ii) no Offshore Borrower or Offshore Guarantor shall guarantee, be liable to pay or otherwise be liable, in whole or in part, for principal, interest, fees or other Obligations of the numerical order provided until exhausted prior U.S. Borrower or any Loan Party party to the application Subsidiary Guaranty as a result of the exercise of remedies by the Agents and the Lenders under Section 10.3 or otherwise, provided further that OI Europe shall not be liable to pay or otherwise be liable, in whole or in part, for principal, interest, fees and other Obligations of the other Loan Parties as a result of the exercise of remedies by the Agents and the Lenders under Section 10.3 or otherwise; provided that any Net Insurance/Condemnation Proceeds received by OI Europe shall only be applied in connection with Loans drawn for its own account. (e) Anything in this Article X to the next succeeding categorycontrary notwithstanding, Administrative Agent shall, at the request of the Requisite Lenders, rescind and annul any acceleration (other than an acceleration pursuant to Section 10.2) of the Loans by written instrument filed with Borrowers; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (zB) each no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share provision of amounts available to be applied pursuant thereto for such categorySection 12.1 hereof.

Application of Proceeds. (a) Notwithstanding anything Any amounts collected by Lender hereunder shall be applied by Lender, to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agentpay, in such order as Agent may from time to time Lender shall elect. (c) Notwithstanding anything to , the contrary contained Indebtedness, the STAG IV Indebtedness and/or the STAG V Indebtedness, including all principal; accrued, unpaid interest; prepayment fees; late charges; advances; and all costs and expenses, including attorneys’ fees, incurred by Lender in this operating, protecting, preserving and realizing on Lender’s interest in the Real Property including any fees incurred in the representation of Lender in any proceeding under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code; and any other amount due under the Loan Agreement, if an Acceleration Event shall have occurredthe Notes, and so long as it continuesthe Portfolio Mortgages, Agent shall apply any and all payments received by Agent in respect other of the Obligationsother Loan Documents, any of the STAG IV Loan Documents and/or any of the STAG V Loan Documents. It is understood and agreed that neither the assignment of the Rents to Lender nor the exercise by Lender of any and all proceeds of Collateral received by Agent, its rights or remedies under this Assignment shall be deemed to make Lender a “mortgagee-in-possession” or otherwise responsible or liable in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent any manner with respect to this Agreement, the other Financing Documents Real Property or the Collateral; seconduse, occupancy, enjoyment or operation of all or any portion thereof, unless and until Lender, in person or through its authorized agent, assumes actual possession thereof and executes and records a Certificate of Entry under M.G.L. Chapter 244, Sections 1 and 2 [confirm whether any local law provision], nor shall appointment of a receiver by any court at the request of Lender or by agreement with Assignor or the entering into possession of the Real Property or any part thereof by such receiver be deemed to all fees, costs, indemnities, liabilities, obligations and expenses incurred by make Lender a “mortgagee-in-possession” or owing to otherwise responsible or liable in any Lender manner with respect to this Agreement, the other Financing Documents Real Property or the Collateral; thirduse, to accrued and unpaid interest on the Obligations (including any interest whichoccupancy, but for the provisions enjoyment or operation of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent all or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryportion thereof.

Application of Proceeds. At such intervals as may be agreed upon (ain writing) Notwithstanding anything to by the contrary contained in this AgreementDebtor and the Agent, upon the occurrence and during the continuance of or, if an Event of DefaultDefault shall have occurred and be continuing, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by at the Agent’s election, the Agent from or on behalf of such Borrower or any Guarantor of may apply all or any part of the Obligationsproceeds from the sale of, andor other realization upon, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply all or any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect part of the Obligations, and any and all proceeds Collateral in payment of Collateral received by Agent, the Liabilities in such order as the Agent may shall determine in its discretion. Any part of such funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Liabilities shall be paid over from time to time elect. (c) Notwithstanding anything by the Agent to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers applicable Debtor or to whomever whomsoever may be lawfully entitled to receive the same. Any balance of such balance proceeds remaining after the Liabilities shall have been paid in full shall be paid over to the applicable Debtor or as a court of competent jurisdiction to whomsoever may directbe lawfully entitled to receive the same. In carrying out the foregoingabsence of a specific determination by the Agent, (y) amounts received the proceeds from the sale of, or other realization upon, all or any part of the Collateral in payment of the Liabilities shall be applied in the numerical order provided until exhausted prior following order: FIRST, to the application payment of all fees, costs, expenses and indemnities of the Agent (in its capacity as such), including reasonable attorney fees and charges, and any other Liabilities owing to the next succeeding categoryAgent in respect of sums advanced by the Agent to preserve the Collateral or to preserve its security interest in the Collateral, until paid in full; SECOND, to the payment of all fees, costs, expenses and (z) each indemnities of the Persons entitled Lender Parties, pro-rata, until paid in full; THIRD, to receive a the payment of all of the Liabilities (including Bank Product Obligations and Hedging Obligations) consisting of accrued and unpaid interest owing to any Lender Party, pro-rata, until paid in full; FOURTH, to the payment of all Liabilities (including Bank Product Obligations and Hedging Obligations) consisting of principal owing to any particular category shall receive Lender Party, pro-rata, until paid in full; FIFTH, to the payment of the Agent an amount equal to its Pro Rata Share all Liabilities in respect of amounts available outstanding Letters of Credit to be applied pursuant thereto for held as cash collateral in respect of such category.obligations; SIXTH, to the payment of all other Liabilities owing to each Lender Party, pro-rata, until paid in full; and

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, Each Pledgor hereby agrees that it shall upon the occurrence and during the continuance continuation of an Event of Default, each Borrower irrevocably waives (i) immediately turn over to the right Collateral Agent any instruments (with appropriate endorsements) or other items constituting Collateral not then in the possession of the Collateral Agent, the possession of which is required for the perfection of the Collateral Agent’s security interest for its benefit and the ratable benefit of the Secured Parties, all of which shall be held in trust for the benefit of the Collateral Agent for its benefit and the ratable benefit of the Secured Parties and not commingled prior to direct its coming into the application Collateral Agent’s possession, and (ii) take all steps necessary to cause all sums, monies, royalties, fees, commissions, charges, payments, advances, income, profits, and other amounts constituting Proceeds of any and all payments at any time or times thereafter received by Agent from or on behalf Collateral to be deposited directly in an account of such Borrower the Pledgor (or any Guarantor of all or any part them) with the Collateral Agent and to cause such sums to be applied to the satisfaction of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following Subject to the occurrence and continuance terms of an Event the Prudential Intercreditor Agreement, all proceeds from any collection or sale of Defaultthe Collateral pursuant hereto, but absent the occurrence and continuance all Collateral consisting of an Acceleration Eventcash, Agent shall apply any and all payments received by deposits in accounts of any Pledgor with the Collateral Agent or any Secured Party shall be applied (i) first, to the payment of the fees and expenses of the Collateral Agent incurred pursuant to, and any other Obligations payable to the Collateral Agent under, this Agreement or any other Loan Document, including costs and expenses of collection or sale, reimbursement of any advances, and any other costs or expenses in connection with the exercise of any rights or remedies hereunder or thereunder (including, without limitation, reasonable fees and disbursements of counsel), (ii) second, to the payment in full of the Obligations owed to the Lenders and the Issuing Bank in respect of the ObligationsLoans, LC Disbursements and any and all proceeds Interest Rate Hedging Agreements, pro rata as among the Lenders (including, but not limited to, any of Collateral received by Agentthem as an Interest Rate Protection Merchant) in accordance with the amounts of such Obligations owed to them, in such order as Agent may from time to time elect. (ciii) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued the payment of any Banking Services Obligations, pro rata as among the Lenders, and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); iv) fourth, to the principal amount payment of the Obligations outstanding; and fifth (other than those referred to any other indebtedness or obligations above) pro rata as among the Secured Parties in accordance with the amounts of Borrowers owing such Obligations owed to Agent or any Lender under the Financing Documentsthem. Any balance amounts remaining after such applications shall be delivered remitted to Borrowers or to whomever may be lawfully entitled to receive such balance the Pledgors or as a court of competent jurisdiction may otherwise direct. In carrying out the foregoing, (y) amounts received The Collateral Agent shall be applied in the numerical order provided until exhausted prior have absolute discretion as to the time of application to the next succeeding categoryof any such proceeds, and (z) each of the Persons entitled to receive a payment cash, or balances in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryaccordance with this Agreement.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any Guarantor other Credit Party of all or any part of the Obligations, and, as between Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent and Required Lenders may deem advisable notwithstanding any previous application by Administrative Agent. , and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent, in its capacity as Administrative Agent and not in its capacity as a Lender, with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); and fifth to any other indebtedness or obligations of Borrowers owing to Administrative Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Borrowers irrevocably waives waive the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower the Borrowers or any Guarantor other Credit Party of all or any part of the Obligations, and, as between Borrowers the Credit Parties on the one hand and Agent and Lenders Holders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable (subject to clause (b) below) notwithstanding any previous application by Agent. [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent voluntary and mandatory, payments, prepayments or redemptions made in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything Obligations shall be delivered to the contrary contained in this Agreement, if an Acceleration Event Agent and shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, be applied in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Transaction Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations accrued and expenses incurred by or owing to any Lender unpaid interest on the First Out Notes on a pro rata basis with respect to this Agreement, the other Financing Documents or the Collateraloutstanding First Out Notes; third, to the principal amount of the First Out Notes then due and owing on a pro rata basis with respect to the outstanding First Out Notes; fourth, to accrued and unpaid interest on the Obligations (including any interest which, but for US Last Out Term Notes on a pro rata basis with respect to the provisions of the Bankruptcy Code, would have accrued on such amounts)outstanding US Last Out Term Notes; fourthand fifth, to the principal amount of the Obligations outstanding; US Last Out Term Notes then due and fifth owing on a pro rata basis with respect to any other indebtedness the US Last Out Term Notes. (c) Any payments, prepayments or obligations proceeds of Borrowers owing to Agent or Collateral received by any Lender that were not permitted to be made under this Agreement or were not applied as required under this Agreement shall be promptly paid over to the Financing DocumentsAgent for application under Section 10.5(b). Any balance remaining after giving effect to the applications set forth in this Section 10.5 shall be delivered to Borrowers Borrower Representative or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out any of the foregoingapplications set forth in this Section 10.5, (yi) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, category and (zii) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything In the event the Administrative Agent or Borrower or any Subsidiary of Borrower receives proceeds of insurance under property damage, boiler and machinery policies, business interruption insurance policies, or with respect to the contrary contained in this Agreement, upon the occurrence a condemnation claim or award and during the continuance of such proceeds do not constitute Replacement Proceeds or an Event of DefaultDefault or Potential Event of Default shall have occurred and be continuing, each the Borrower irrevocably waives shall, or shall cause its Subsidiary to pay such proceeds to the right to direct Administrative Agent, and the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf shall, upon receipt of such Borrower or any Guarantor of proceeds, apply all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments proceeds so received against in repayment of the Obligations in such the manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following set forth in subsection 2.4B(iii). Notwithstanding the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agentforegoing, in the following order: firstevent proceeds of insurance received by the Borrower, to all feesany Subsidiary of the Borrower, costsor the Administrative Agent under property damage, indemnitiesboiler and machinery policies or business interruption insurance policies constitute Replacement Proceeds, liabilities, obligations and expenses incurred by no Potential Event of Default or owing to Agent with respect to this AgreementEvent of Default has occurred and is continuing, the other Financing Documents Borrower or such Subsidiary may retain such proceeds and if the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this AgreementAdministrative Agent receives such proceeds, the other Financing Documents or Administrative Agent shall, upon receipt of such proceeds, remit the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, amount so received to the principal amount of applicable Loan Party; provided, however, if (x) the Obligations outstanding; and fifth Administrative Agent receives notice from Borrower that it or its Subsidiary, as applicable, does not intend to any other indebtedness restore, rebuild or obligations of Borrowers owing replace the property subject to Agent such insurance payment or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoingcondemnation award, (y) amounts the applicable Loan Party or Subsidiary fails to replace or commence the restoration or rebuilding of such property within 180 days after the Administrative Agent’s receipt of the proceeds of such insurance payment or condemnation award, or (z) upon completion of the restoration, rebuilding or replacement of such Property, there are unused proceeds from such insurance payment or condemnation award, then (A) upon the occurrence of either of the events described in clauses (x) or (y) above, all such proceeds, and (B) upon the occurrence of the event described in clauses (z) above, such excess, shall constitute Net Asset Sale Proceeds received by a Loan Party or Subsidiary thereof and shall be applied in the numerical order provided until exhausted prior to the application Obligations pursuant to the next succeeding category, and (z) each terms of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categorysubsection 2.4B(iii).

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. , and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever whoever may be lawfully entitled to receive such balance (including any holder of the indebtedness evidenced by the Affiliated Financing Documents) or as a court of competent jurisdiction may direct. In carrying out the foregoing, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category. (b) Notwithstanding anything to the contrary contained in this Agreement, in the event of any distribution, division or application, in whole or in part, voluntary or involuntary, by operation of law or otherwise, of the assets of any Credit Party or the proceeds thereof, to or for the benefit of any of the creditors of any Credit Party arising by reason of a dissolution, winding-up or liquidation of one or more of the Credit Parties, partial or complete, whether or not involving bankruptcy, receivership, insolvency or other statutory or common law proceedings, assignments for the benefit of creditors involving a Credit Party or any marshalling of the assets or liabilities of a Credit Party, all cash proceeds thereof (such cash proceeds being hereinafter referred to as “Distress Event Cash Proceeds”) shall be applied upon receipt as follows: (i) first, before any resort to or application of IP Proceeds (if any), the portion of such Distress Event Cash Proceeds which is Primary Collateral Proceeds if any shall be applied to repay the Obligations (in the order provided above in Section 9.6(a)) until the Primary Collateral has been fully liquidated or, if earlier, the Obligations have been paid in full, (ii) second, the portion of such Distress Event Cash Proceeds which is IP Proceeds (if any) shall be applied to repay the Obligations until the Obligations shall have been paid in full, and (iii) third, any remaining proceeds shall be paid over to Borrowers. For the avoidance of doubt, the allocation of Distress Event Cash Proceeds set forth in the Section 9.6(b) shall be made each time Distress Event Cash Proceeds arise.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each (a) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsBorrower, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. Agent and (b) Following in the occurrence and continuance absence of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received a specific determination by Agent in with respect thereto, the proceeds of any sale of, or other realization upon, all or any part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to then any Lender with respect to this Agreement, the other Financing Loan Documents or the Collateral; thirdsecond, to accrued and unpaid interest on the Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, any bankruptcy or insolvency law would have accrued on such amounts); fourththird, to the principal amount amounts of the Obligations outstandingoutstanding (other than Obligations owed to any Lender under an Interest Rate Agreement) and provide cash collateralization of the Letter of Credit Reserve in accordance with subsection 8.3, pro rata based on each Lender's Pro Rata Share thereof; and fifth fourth, to any other Obligations or other obligations or indebtedness or obligations of Borrowers Borrower owing to Agent or any Lender under the Financing Loan Documents, any Interest Rate Agreement or any Bank Products Agreement. Any balance remaining shall be delivered to Borrowers Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower , (a) Borrowers irrevocably waives waive the right to direct the application of any and all payments at any time or times thereafter received by Applicable Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsBorrowers, and, as between Borrowers on the one hand and Agent and Lenders on the other, Applicable Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against at any time or times after the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agentoccurrence and during the continuance of an Event of Default. (b) Following Acceleration of US Obligations, the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of US Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event extent allocated to the Obligations pursuant to the Intercreditor Agreement shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to Agent with respect to this AgreementUS Agent, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations any US Tranche A Lender and expenses incurred by or owing to any US Tranche A1 Lender with respect to this Agreement, the other Financing Loan Documents or the US Collateral; thirdsecond, to accrued and unpaid interest on and Fees with respect to the US Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); third, to the principal amount of the US Tranche A1Loans outstanding; fourth, to the principal amount of all other US Obligations outstanding (other than US Obligations owed to any US Lender under a US Interest Rate Agreement) and to cash collateralize outstanding US Letters of Credit (pro rata among all such US Obligations (based upon the Obligations outstandingprincipal amount thereof or the outstanding face amount of such US Letters of Credit, as applicable); and fifth to any other indebtedness or obligations US Obligations of US Borrowers owing to US Agent or any US Lender under the Loan Documents or any US Interest Rate Agreement and sixth to any other Obligations of US Borrowers owing to Agents or any Lender under the Financing Loan Documents. Any balance remaining shall be delivered to US Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. (c) Following Acceleration of Canadian Obligations, the proceeds of any sale of, or other realization upon, all or any part of the Canadian Collateral to the extent allocated to the Obligations pursuant to the Intercreditor Agreement shall be applied: first, to all costs and expenses incurred by or owing to Canadian Agent, and any Canadian Tranche A Lender and any Canadian Tranche A1 Lender with respect to this Agreement, the other Loan Documents or the Canadian Collateral; second, to accrued and unpaid interest and Fees with respect to the Canadian Obligations (including any interest which but for the provisions of any Insolvency Law, would have accrued on such amounts); third, to the principal amount of the Canadian Tranche A1 Loans outstanding; fourth, to the principal amount of all other Canadian Obligations outstanding and to cash collateralize outstanding Canadian Letters of Credit (pro rata among all such Canadian Obligations (based upon the principal amount thereof or the outstanding face amount of such Canadian Letters of Credit, as applicable); and fifth to any other Canadian Obligations of Canadian Borrowers owing to Canadian Agent or any Canadian Lender under the Loan Documents. Any balance remaining shall be delivered to Canadian Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received The proceeds of any sale of or other realization upon assets of a Canadian Borrower shall in all cases be applied first to repay obligations of such Canadian Borrower in the numerical order provided until exhausted prior specified and shall thereafter be made available to the application other Canadian Borrowers to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categorypay other Canadian obligations.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower Borrowers or any Guarantor guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. Agent and (b) Following in the occurrence and continuance absence of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received a specific determination by Agent in with respect thereto, the proceeds of any sale of, or other realization upon, all or any part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations indemnities and expenses incurred by or owing to Agent Agent, with respect to this Agreement, the other Financing Documents Documents, or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations indemnities and expenses incurred by or owing to any Lender Lender, with respect to this Agreement, the other Financing Documents Documents, or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything Except as otherwise expressly required to the contrary contained by applicable Law or any Loan Document, the net cash proceeds resulting from the exercise of any of the rights and remedies of Lender Parties under this Agreement, after deducting all charges, expenses, costs and attorneys’ fees relating thereto, shall be applied by Agent to the payment of the Obligations, whether due or to become due, in such order and in such proportions as Agent may elect; and Borrower shall remain liable to Lender Parties for any deficiency. Attorney-in-Fact. Borrower hereby constitutes and appoints Agent, or any other Person whom Agent may designate, as Borrower’s attorney-in-fact (such appointment being coupled with an interest and being irrevocable until Agent’s Lien shall have been terminated in writing as set forth in this Agreement), upon at Borrower’s sole cost and expense, to exercise any one or more of the following rights and powers at any time after the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any Default (and all acts of such attorney-in-fact or designee taken pursuant to this Section are hereby ratified and approved by Borrower, and said attorney or designee shall not be liable for any acts or omissions nor for any error of judgment or mistake of fact or law): To take or to bring, in the name of Agent or in the name of Borrower, all steps, action, suits or proceeding deemed by Agent necessary or desirable to effect collection of the Accounts; To settle, adjust, compromise, extend, renew, discharge, terminate or release the Accounts in whole or in part; To settle, adjust or compromise any legal proceedings brought to collect the Accounts; To notify Purchasers to make payments on the Accounts directly to Agent or to a Lockbox designated by Agent; To transmit to Purchasers notice of Agent’s interest in the Accounts and to demand and receive from such Purchasers at any time, in the name of Agent or of Borrower or of the designee of Agent, information concerning the Accounts and the amounts owing thereon; To use Borrower’s stationery and sign the name of Borrower to verifications of the Accounts and notices thereof to Purchasers; To sell or assign any of the Collateral upon such terms, for such amounts and at such time or times thereafter received by as Agent from deems advisable, and to execute any bills of sale or assignments in the name of Borrower in relation thereto; To take control, in any manner, of any item of payment on, or proceeds of, Collateral; To prepare, file and sign Borrower’s name on behalf any proof of such claim in Bankruptcy or similar document against any Purchaser; To prepare, file and sign Borrower’s name on any notice of lien, assignment or satisfaction of lien or similar document in connection with the Collateral; To sign or endorse the name of Borrower upon any Chattel Paper, Document, Instrument, invoice, freight b▇▇▇, b▇▇▇ of lading, warehouse receipt or similar document or agreement relating to the Collateral; To use the information recorded on or contained in any Guarantor of all data processing equipment and computer hardware and software relating to the Collateral to which Borrower has access; To enter into contracts or any part agreements for the processing, fabrication, packaging and delivery of the Obligations, and, Collateral as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as said attorney-in-fact or designee or Agent may from time to time elect. (c) Notwithstanding anything to deem appropriate and charge Borrower’s account for any reasonable costs thereby incurred; To receive, take, endorse, assign and deliver in Agent’s name or in the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply name of Borrower any and all payments received by checks, notes, drafts and other instruments; To receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for the delivery thereof to such address as Agent in respect of the Obligations, may designate; and any To do all acts and all proceeds of Collateral received by Agentthings necessary, in the following order: firstAgent’s discretion, to all fees, costs, indemnities, liabilities, fulfill Borrower’s obligations under this Agreement and expenses incurred by or owing to Agent with respect to otherwise carry out the purposes of this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower the Borrowers or any Guarantor guarantor of all or any part of the Obligations, and, as between the Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. Agent and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent (in its capacity as the Agent) with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (other than interest owing to any Eligible Swap Counterparty in respect of any Swap Contracts) (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding (other than obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts); and fifth fifth, to any other indebtedness or obligations of the Borrowers owing to Agent or any Lender under the Financing DocumentsDocuments (other than obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts) and sixth, to the obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts. Any balance remaining shall be delivered delivered, to the extent applicable, in accordance with the Second Lien Debt Documents, to the Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect.. MidCap / Sientra / A&R Credit and Security Agreement (Revolving) \DC - 036639/000049 - 14174740 v12 (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. Agent and (b) Following in the occurrence and continuance absence of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received a specific determination by Agent in with respect thereto, the proceeds of any sale of, or other realization upon, all or any part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations indemnities and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations indemnities and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, which but for the provisions of the U.S. Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered delivered, to the extent applicable, in accordance with the Ableco Intercreditor Agreement, to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent 257619867 v8 from or on behalf of such Borrower Credit Party or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any other Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Administrative Agent Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); and fifth to any other indebtedness or obligations of Borrowers owing to Administrative Agent or any Lender under the Financing DocumentsDocuments and sixth, to the Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts. Any balance remaining shall be delivered to Borrowers or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category. (c) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Administrative Agent shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in such order as Administrative Agent may from time to time elect.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, (a) upon the occurrence and during the continuance of an Event of Default, each Borrower Borrowers irrevocably waives waive the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsBorrowers, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent (but, after payment of any outstanding and unpaid Fees, costs or expenses of the Agent. , subject to the express provisions of Section 1.5(c) and (d) of this Agreement in respect of application of Net Proceeds to the Revolving Loans and the Term Loans) and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply any and all payments received by Agent in respect (i) a portion of the ObligationsCollateral that does not include any Fixed Collateral, and any and or (ii) (A) all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and or substantially all payments received by Agent in respect of the ObligationsCollateral or (B) a portion of the Collateral that includes but is not limited to Fixed Collateral to a purchaser for an aggregate purchase price, and any and all proceeds of Collateral received by Agent, in the following ordershall be applied: first, to all feesFees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Loan Documents or the Collateral; thirdsecond, to accrued and unpaid interest on the Obligations arising from the making of Revolving Credit Advances (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourththird, to the principal amount of the Obligations outstandingoutstanding arising from the making of Revolving Credit Advances; fourth to accrued and unpaid interest on the Obligations arising from the making of Term Loan Advances (including any interest which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fifth, to the principal amount of the Obligations outstanding arising from the making of Term Loan Advances; and fifth sixth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing DocumentsLoan Documents including as collateral for Letter of Credit Obligations. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything So long as no Event of Default shall be continuing, Administrative Agent shall apply all payments and prepayments in respect of the Notes in such order as shall be specified by Borrower; provided that if Borrower does not specify how such payments and prepayments are to the contrary contained be applied prior to Administrative Agent’s receipt of such payments, and prepayments, such amounts received shall be applied in this Agreement, upon the occurrence and during such manner as Administrative Agent shall determine. During the continuance of an Event of Default, each Borrower irrevocably waives Administrative Agent shall, unless otherwise specified at the right to direct direction of the application Required Lenders which direction shall be consistent with the last two sentences of any and the penultimate paragraph of this Section, apply all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent prepayments in respect of the Obligations, and any Notes and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreementcollateral, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligationsany, and any and all proceeds of Collateral received by Agentenforcement action (or other realization), in the following order: : (a) first, to pay all fees, costs, indemnities, liabilities, obligations costs and expenses incurred in connection with such sale of collateral or enforcement action (or other realization), including reasonable attorneys’ fees and expenses actually incurred (including, without limitation, the expenses and costs associated with any collateral disposition or enforcement action (or other realization)); (b) second, to pay all late charges then due under the Loan Documents; (c) third, to pay all accrued interest on and then principal of any portion of the Loans which Administrative Agent may have advanced on behalf of any Lender for which Administrative Agent has not then been reimbursed by such Lender or Borrower; (d) fourth, to pay any fees, expenses, reimbursements or indemnities then due to Administrative Agent; (e) fifth, to pay any fees, expenses, reimbursements or indemnities then due under the Loan Documents to the Lenders; (f) sixth, to pay all accrued interest in respect of the Loans and any obligations owing under any Swap Contracts; (g) seventh, to the ratable payment or prepayment of principal outstanding on the Loans in such order as Administrative Agent may determine in its sole discretion; and (h) eighth, to the ratable payment of all other amounts payable under the Notes or under the other Loan Documents. Borrower shall remain liable and will pay, on demand, any deficiency remaining in respect of the Notes and the other Loan Documents, together with respect interest thereon pursuant to the terms of this Agreement. The order of priority set forth in clauses (b) and (c) above and the related provisions of this Agreement are set forth solely to determine the rights and priorities of Administrative Agent. The order of priority set forth in clauses (d), (e) and (f) above may be changed only with the prior written consent of all the Lenders without necessity of notice to or consent of or approval by Borrower, or any other Person. The order of priority set forth in clauses (b) and (c) above may be changed only with the prior written consent of Administrative Agent. Notwithstanding any provisions concerning distribution of payments to the contrary in this Agreement, so long as any Event of Default exists that has not been waived by the other Financing Documents Required Lenders, each Lender shall share in any payments or the Collateral; secondproceeds, to all feesincluding proceeds of any collateral, costs, indemnities, liabilities, obligations and expenses incurred received by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Administrative Agent or any Lender under made or received at any time the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court continuance of competent jurisdiction may direct. In carrying out the foregoing, any Event of Default (y“Proceeds after Default”) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata such Lender’s Ratable Share of amounts available the Proceeds after Default; provided, however, if any one or more of the Lenders has not made any funding when required hereunder, the distribution of Proceeds after Default shall be adjusted so that each Lender shall receive Proceeds after Default in an amount equal to be applied pursuant thereto for (1) the Proceeds after Default multiplied by (2) the percentage (rounded to five decimal places) of the total amount outstanding funded by all the Lenders that such categoryLender has actually funded. If necessary, Administrative Agent and each Lender shall use the adjustments procedure set forth in Section 13.28(b) to make the appropriate distributions to the Lenders as set forth in this paragraph of this Article.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall promptly apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during During the continuance of an any Event of Default, each Borrower irrevocably waives (X) all payments in respect of the right Secured Obligations received by the Agent may, and shall on the acceleration of the Secured Obligations pursuant to direct the application Section 8.01(e), and (Y) all proceeds of any and all payments at any time sale of, or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of other realization upon, all or any part of the ObligationsCollateral shall, andbe applied by the Agent as follows: (a) first, as between Borrowers to pay (i) interest on and the one hand principal of any portion of any Loan which the Agent has advanced on behalf of any Lender and (ii) any amount in respect of a drawing under a Letter of Credit which the Issuer has paid, in either case, for which the Agent and Lenders on or such Issuer has not then been reimbursed by any Lender or the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent.Borrower; (b) Following second, to pay Secured Obligations in respect of any fees, expense reimbursements or indemnities then due to the occurrence Agent, the Collateral Agent, or the Issuers; (c) third, to pay Secured Obligations in respect of any expense reimbursements or indemnities then due to the Lenders; (d) fourth, to pay interest, commitment fees, letter of credit fees, and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent other fees due in respect of the Loans; (e) fifth, to pay or prepay principal outstanding on the Loans; (f) sixth, to pay all Secured Obligations owed to Lenders in respect of any Hedging Arrangements respecting the Loans; (g) seventh, to pay all other Secured Obligations; and (h) eighth, any excess shall be paid to the Borrower. The Borrower shall remain liable to the Agent, the Collateral Agent, the Issuers, and any and the Lenders, the deficiency. If the Agent has funds available to apply to a portion of, but not all proceeds of, one of Collateral received by Agentthe amounts described in clauses (a) through (g) above, in such order as Agent may from time to time elect. (c) Notwithstanding anything to then the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent such funds to the applicable parties in respect of proportion to the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, amounts to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, which such parties would have accrued on such amounts); fourth, to been entitled if the principal entire amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment described in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryclause had been available.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of Borrower, and subject to the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the otherIntercreditor Agreement, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding at any previous application by Agent. (b) Following time or times after the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) . Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, SECTION 1.1 and SECTION 1.5 hereof) and subject to the Intercreditor Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect (including the proceeds of any Asset Disposition or other sale of, or other realization upon, all or any part of the Obligations, and any and all proceeds Collateral) received after acceleration of Collateral received by Agent, in the following orderObligations shall be applied as follows: firstFIRST, to all fees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Loan Documents or the Collateral; thirdSECOND, to accrued and unpaid interest on and Fees with respect to the Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourthTHIRD, to the principal amount of the Obligations outstandingoutstanding (including Swap Reimbursement Obligations but excluding Obligations owed to any Lender under an Interest Rate Agreement) and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations (based upon the principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable) (and with respect to amounts applied to Term Loan B, pro rata among all remaining Scheduled Installments thereof); and fifth FOURTH to any other indebtedness or obligations of Borrowers Borrower owing to Agent or any Lender under the Financing DocumentsLoan Documents or any Interest Rate Agreement. Any balance remaining shall be delivered to Borrowers Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.57

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence From and during the continuance of an any Event of Default, each Borrower irrevocably waives any monies or Property actually received by the right Administrative Agent pursuant to direct this Agreement or any other Loan Document, the application exercise of any rights or remedies under any Security Instrument or any other agreement with the Borrower, any Guarantor or any of their respective Subsidiaries or with the Parent which secures any of the Obligations, shall be applied in the following order: (a) First, to the payment of all amounts, including costs and all payments at any time or times thereafter received by Agent from or on behalf expenses incurred in connection with the collection of such Borrower or any Guarantor proceeds and the payment of all or any part of the Obligations, anddue to the Administrative Agent under any of the expense reimbursement or indemnity provisions of this Agreement or any other Loan Document, as between Borrowers on the one hand any Security Instrument or other collateral documents, and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent.applicable Legal Requirement; (b) Following Second, ratably, according to the occurrence and continuance then unpaid amounts thereof, without preference or priority of an Event of Defaultany kind among them, but absent to the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect payment of the ObligationsObligations then due and payable, including Obligations with respect to Letters of Credit, including any Lender Hedging Obligations of any Loan Party, and including any and all proceeds Banking Services Obligations of Collateral received by Agentany Loan Party, in such order as Agent may from time each case subject to time elect.Section 2.16(a)(ii); and (c) Notwithstanding anything to Third, the contrary contained in this Agreementremainder, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourthany, to the principal amount of the Obligations outstanding; and fifth to any Borrower or its Subsidiaries, or its respective successors or assigns, or such other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever Person as may be lawfully entitled to receive such balance the same or as a court of competent jurisdiction may direct. In carrying out Administrative Agent shall have no responsibility to determine the foregoingexistence or amount of Lender Hedging Obligations and may reserve from the application of amounts under this Section amounts distributable in respect of Lender Hedging Obligations until it has received evidence satisfactory to it of the existence and amount of such Lender Hedging Obligations. Subject to paragraph (a) of the first sentence of this Section, (y) Administrative Agent and Lenders hereby acknowledge and confirm that the Liens in the Collateral secure the Obligations and the Lender Hedging Obligations on a ratable basis. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be applied made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categorythis Section.

Application of Proceeds. (a) Notwithstanding anything In addition to any other rights and remedies Agent and Lenders have under the contrary contained Loan Documents, the UCC, at law or in this Agreementequity, upon all payments received after the occurrence and during the continuance continuation of an any Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time proceeds collected or times thereafter received by Agent from collecting, holding, managing, renting, selling or on behalf of such Borrower or any Guarantor otherwise disposing of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply Collateral or any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following proceeds thereof upon exercise of remedies hereunder upon the occurrence and continuance during the continuation of an Event of Default, but absent shall be applied in the occurrence following order of priority: (i) first, to the payment of all costs and continuance expenses of an Acceleration Eventsuch collection, holding, managing, renting, selling or disposition, and of conducting the Credit Parties’ Businesses and of maintenance, repairs, replacements, alterations, additions and improvements of or to the Collateral, and to the payment of all sums which Agent shall apply or Lenders may be required or may elect to pay, if any, for taxes, assessments, insurance and other charges upon the Collateral or any part thereof, and all other payments received by that Agent in respect or Lenders may be required or authorized to make under any provision of the ObligationsLoan Documents (including, without limitation, in each such case, in-house documentation and any diligence fees and legal expenses, search, audit, recording, professional and filing fees and expenses and attorneys’ fees and all proceeds expenses, liabilities and advances made or incurred in connection therewith); (ii) second, to payment of Collateral received by Agentall accrued unpaid interest on the Obligations and fees owed to the Agent and Lenders, in such order as Agent may from time to time elect.determine; (ciii) Notwithstanding anything third, pro rata to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect payment of principal of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations ; (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); iv) fourth, to the principal amount payment of the Obligations outstanding; and fifth to any other indebtedness amounts owing constituting Obligations in such order as Agent may determine; and (v) fifth, any surplus then remaining to the Credit Parties, unless otherwise provided by law or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as directed by a court of competent jurisdiction may directjurisdiction; provided that the Credit Parties shall be liable for any deficiency if such proceeds are insufficient to satisfy all of the Obligations or any of the other items referred to in this Section 9.2. In carrying out the foregoing, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, ; and (zy) each of the Persons entitled to receive a payment in any particular category Lenders shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such categoryto clauses (i), (ii), (iii) and (iv) above.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application The proceeds of any and all payments at any time or times thereafter received insured loss (excluding business interruption insurance proceeds) shall be applied by the Agent from or on behalf of such Borrower or any Guarantor of all or any part of to the Obligations, andin such order of application as determined by the Required Lenders, as between unless the Required Lenders permit the use thereof to repair or replace damaged or destroyed Collateral; provided, however, that notwithstanding the foregoing to the contrary, the insurance proceeds relating to any insured loss shall be used to repair or replace damaged or destroyed Collateral: (i) in the event the aggregate amount of such proceeds in connection with any insured loss is in an amount not exceeding $1,000,000 and no Event of Default has occurred and is continuing, in which event such insurance proceeds shall be delivered by the Agent to the Borrowers on who shall provide the one hand Agent with evidence of the repair or replacement of the damaged or destroyed Collateral within six (6) months of the delivery of such insurance proceeds to the Borrowers; or (ii) in the event the aggregate amount of the insurance proceeds from the insured loss is in excess of $1,000,000 if (A) no Event of Default has occurred and Agent is continuing hereunder, and Lenders on (B) the otheravailable insurance proceeds (together with any deposit posted by the Borrowers to augment any deficiency in such proceeds) are, in the Agent’s reasonable judgment, sufficient to fully and completely restore, repair, or replace the damaged or destroyed Collateral, in which event the Agent shall have hold the continuing and exclusive right insurance proceeds (together with any deposit made by the Borrowers pursuant to apply and to reapply any and all payments received against the Obligations terms hereof) in such manner an account with the Agent which shall serve as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of Collateral for the Obligations, and any shall, upon the request of the Borrowers, make disbursements from such account to make payment for the costs incurred by the Borrowers in connection with the repair or replacement of the Collateral upon receipt of invoices or other evidence of the incurring of such costs and all proceeds expenses. In the event the repair or replacement of damaged Collateral received by Agentincludes the construction of improvements to real property, in such order as the Agent may from time to time electrequire that disbursements be made in accordance with standard construction lending practices. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor Credit Party of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect.. Midcap / Transfix / A&R Credit Agreement (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); and fifth to any other indebtedness or obligations of Borrowers Credit Parties owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Credit Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time electelect in accordance with the terms of the Intercreditor Agreement. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall shall, subject to the terms of the Intercreditor Agreement apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); and fifth to any other indebtedness Debt or obligations Obligations of Borrowers owing to Agent or any Lender under the Financing Documents; and sixth, to the Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the MidCap / HTG / Credit and Security Agreement (Revolving Loan) \\DC - 036639/000001 - 12092487 Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor Credit Party of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); and fifth to any other indebtedness or obligations of Borrowers Credit Parties owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Credit Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of DefaultDefault or on the Termination Date, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any Guarantor other Credit Party of all or any part of the Obligations, and, as between Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent. , and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e) to the principal amount of the Obligations outstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e) and to the Obligations owing to any Eligible Swap Counterparty in respect of any Swap Contracts; and fifth to any other indebtedness or obligations of Borrowers owing to Administrative Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during During the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent Lender shall have the continuing and exclusive right to apply or reverse and to reapply re-apply any and all payments received against to any portion of the Obligations. To the extent that any Grantor makes a payment or payments to the Lender or the Lender receives any payment or proceeds of the Collateral, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds, the Obligations or part thereof intended to be satisfied and this Security Agreement shall be revived and continue in full force and effect, as if such manner as Agent may deem advisable notwithstanding any previous application payment or proceeds had not been received by Agentsuch party. (b) Following The proceeds of any sale of or collection of Collateral, as well as any Collateral consisting of cash, shall be applied by the occurrence and continuance of an Event of Default, but absent Lender first to the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect payment of the Obligationscosts and expenses of any such sale or collection, including reasonable fees and disbursements of the Lender's agents and counsel, and of any judicial proceeding wherein the same may be made, and of all proceeds of Collateral received by Agentexpenses, in such order as Agent may from time to time elect. liabilities and advances (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect extent such advances are reasonably made for the protection of the Obligations, and any and all proceeds Collateral or the enforcement of Collateral received by Agent, the Lender's security interest in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses Collateral) made or incurred by or owing to Agent the Lender, together with respect to this Agreementinterest thereon, second in satisfaction of the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations Obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever whomsoever may be lawfully entitled to receive any surplus. Each Grantor waives and agrees not to assert any rights or privileges which it may acquire under Section 9-112 of the NYUCC. Each Grantor shall remain liable for any deficiency if the proceeds of sale or other disposition of the Collateral are insufficient to pay the Obligations and the fees and disbursements of any attorneys employed by the Lender to collect such balance deficiency. Upon any sale of the Collateral by the Lender (including, without limitation, pursuant to a power of sale granted by statute or as under a court judicial proceeding), the receipt of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received Lender or of the officer making the sale shall be applied in a sufficient discharge to the numerical order provided until exhausted prior purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the next succeeding category, and (z) each of the Persons entitled to receive a payment Lender or such officer or be answerable in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto way for such categorythe misapplication thereof.

Application of Proceeds. (a) 1. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) 2. Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) 3. Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstandingoutstanding and to provide cash collateral to secure any and all Letter of Credit Liability and future payment of related fees, as provided for in Section 2.5(e); and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.. MidCap / Cerus / A&R Credit, Security and Guaranty Agreement (Revolving Loan)

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent or Term Loan Servicer from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent Agent, Term Loan Servicer and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any MidCap / Apyx Medical / Credit, Security and Guaranty Agreement and all payments received by Agent or Term Loan Servicer against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent and Term Loan Servicer, as applicable, shall apply any and all payments received by Agent or Term Loan Servicer (as applicable) in respect of the Obligations, and any and all proceeds of Collateral received by AgentAgent or Term Loan Servicer, in such order as Agent or Term Loan Servicer, as applicable, may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent or Term Loan Servicer, as applicable, shall apply any and all payments received by Agent or Term Loan Servicer, as applicable, in respect of the Obligations, and any and all proceeds of Collateral received by AgentAgent or Term Loan Servicer, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent or Term Loan Servicer with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Credit Parties owing to Agent Agent, Term Loan Servicer or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Credit Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything The insurance required by Sections (1)(f) and (g) of this Schedule 7 (the "CASUALTY INSURANCE"), shall (except as provided below) be payable to the contrary contained in this AgreementAgent and Collateral Agent, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right hereby authorizes and directs any affected insurance company to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf make payment of such proceeds directly to Agent and/or Collateral Agent. If Borrower or receives any Guarantor proceeds of all or any part of such Casualty Insurance, Borrower (i) shall promptly deposit such proceeds into a segregated account (the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, "RESTORATION ACCOUNT") in which Collateral Agent shall have a perfected security interest; (ii) to the continuing extent relating to damage or destruction of the Project, such proceeds shall be available for repair or reconstruction as provided in Section (c) below; and exclusive right to apply and to reapply any and all payments (iii) such proceeds so deposited or received against directly by Collateral Agent shall be the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent"CASUALTY PROCEEDS." (b) Following Borrower is hereby authorized and empowered by Agent to settle, adjust or compromise any and all Casualty Insurance claims in the occurrence aggregate amount of $500,000 or less; provided, however, that no Event of Default has occurred and continuance is outstanding. The mutual written agreement of Borrower and Agent shall be required to settle, adjust or compromise any and all Casualty Insurance claims in the aggregate amount of greater than $500,000; provided, however, that no Event of Default has occurred and is outstanding. Collateral Agent is hereby authorized and empowered by Borrower to settle, adjust or compromise any and all claims for loss, damage and destruction under any policy or policies of insurance at any time an Event of Default, but absent the occurrence Default has occurred and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time electis outstanding. (c) Notwithstanding anything to In the contrary contained event of any damage or destruction of the Project that is insured by the Casualty Insurance (other than business interruption or delayed startup insurance), then, except as provided in this AgreementSection (4) below, if an Acceleration Event shall have occurred, and so long as it continues, Collateral Agent shall apply any disburse to Borrower from such separate account loss proceeds remaining after deduction of all expenses of collection and all payments received by Agent in respect settlement thereof, including, without limitation, attorneys' and adjustors' fees and expenses, to pay or reimburse the payment of costs of the Obligationsrestoration of the Project but only as repairs or replacements are effected in a diligent manner with contractors and pursuant to lump-sum contracts reasonably acceptable to Collateral Agent (which contracts shall provide for not less than 5% retainage). If the cost of the restoration, and any and all proceeds of as reasonably determined by Collateral received by Agent, in the following order: firstis less than $500,000, to all feesthen Collateral Agent shall, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.except as

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. Agent and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth fifth, to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents; and sixth, to any other indebtedness of obligations of owing under the Affiliated Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance (including any holder of the indebtedness evidenced by the Affiliated Financing Documents) or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this AgreementAgreement or any other Credit Document, upon after (x) the occurrence and during the continuance of a Waterfall Triggering Event, (y) the exercise of remedies in respect of Collateral after the occurrence and during the continuation of an Event of Default, Default or (z) the acceleration of the principal amount of any of the Loans hereunder: (a) each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by the Administrative Agent, the Collateral Agent or any Issuing Bank from or on behalf of such Borrower or any Guarantor of all or any part of the ObligationsCredit Party, and, as between Borrowers each Credit Party on the one hand and Agent the Administrative Agent, the Collateral Agent, each Issuing Bank and the Lenders on the other, the Administrative Agent shall and each Issuing Bank will have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as the Administrative Agent (or, as applicable, such Issuing Bank) may deem advisable and consistent with this Agreement notwithstanding any previous application by Agent.Administrative Agent (or, as applicable, such Issuing Bank); and (b) Following the occurrence and continuance of an Event of Defaultsubject to Section 2.15(d), but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments payments, proceeds or other amounts received by Agent any Secured Party in respect of the any Obligations, and any and all including proceeds of Collateral received by AgentCollateral, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderwill be applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to the Administrative Agent and the Collateral Agent (in their capacities as such) with respect to this Agreement, the other Financing Credit Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses (other than principal, interest and Letter of Credit Fees) incurred by or owing to any Revolving Lender or Issuing Bank (in their capacities as such) with respect to this Agreement, the other Financing Credit Documents or the Collateral; third, to all accrued and unpaid Letter of Credit Fees and accrued and unpaid interest on the Obligations Revolving Loans (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of unpaid Revolving Loans, reimbursement of amounts drawn under Letters of Credit and to the deposit of Cash Collateral to secure the then-existing Letter of Credit Obligations and future payment of related fees in compliance with Section 2.4(h); fifth, to all fees, costs, indemnities, liabilities, obligations and expenses (other than principal, interest and other amounts payable pursuant to clauses first through fourth above) incurred by or owing to any Lender with respect to this Agreement, the other Credit Documents or the Collateral; sixth, to accrued and unpaid interest on the unpaid Term Loans (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); seventh, (i) to the principal amount of unpaid Term Loans, (ii) to any Obligations under any Secured Rate Contract and (iii) to any Obligation under any Bank Product Agreement for which the Administrative Agent has received written notice of such Obligations as being outstanding; and fifth eighth, to any other indebtedness or obligations Obligations of Borrowers any Credit Party owing to Agent the Administrative Agent, the Collateral Agent, the Issuing Bank or any Lender under the Financing Credit Documents. Any balance remaining shall be delivered ; and ninth, to Borrowers the Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y1) amounts received shall will be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, category and (z2) each of the Persons entitled to receive a payment in any particular category shall will receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this AgreementAgreement (including, upon without limitation, Article IV hereof, but subject to Section 10.6(d)), all payments and proceeds (including the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application proceeds of any and all payments at any time Asset Sale or times thereafter received by Agent from other sale of, or on behalf of such Borrower or any Guarantor of other realization upon, all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments Collateral) received against after acceleration of the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following or after the occurrence and continuance of an any Event of Default, but absent Default under Section 10.1(a) resulting from a failure to pay any Loan or other Obligation at the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent final maturity thereof in respect of the Obligationsany sale of, and collection from, or realization upon all or any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Foreign Collateral received by Agent, in the following ordershall be applied: first, to all fees, costs, indemnities, liabilities, obligations costs and expenses incurred by or owing to Administrative Agent, Collateral Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Loan Documents or the Collateral; thirdsecond, to accrued and unpaid interest on the Foreign Obligations (including any interest which, which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourththird, to all other Foreign Obligations outstanding and to cash collateralize outstanding Letters of Credit issued for the account of any Offshore Borrower or Offshore Guarantor (pro rata among all such Foreign Obligations based upon the principal amount thereof or the outstanding face amount of the Obligations outstanding; such Letters of Credit, as applicable, and fifth with respect to any other indebtedness or obligations of Borrowers owing amounts applied to Agent or any Lender under the Financing DocumentsTerm Loans, pro rata among each Term Facility, and within each Term Facility, pro rata among all remaining Scheduled Term Repayments thereof). Any balance remaining shall be delivered to Borrowers the applicable Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. (b) Notwithstanding anything to the contrary contained in this Agreement (including, without limitation, Article IV hereof, but subject to Section 10.6(d)), all payments and proceeds (including the proceeds of any Asset Sale or other sale of, or other realization upon, all or any part of the U.S. Collateral) received after acceleration of the Obligations or after the occurrence of any Event of Default under Section 10.1(a) resulting from a failure to pay any Loan or other Obligation at the final maturity thereof in respect of any sale of, collection from, or realization upon all or any part of the U.S. Collateral shall be applied: first, to all fees, costs and expenses incurred by or owing to Administrative Agent, Collateral Agent and any Lender with respect to this Agreement, the other Loan Documents or the Collateral; second, to accrued and unpaid interest on the Obligations (including any interest which but for the provisions of the Bankruptcy Code, would have accrued on such amounts); third, to all other Obligations outstanding and to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations based upon the principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable, and with respect to amounts applied to Term Loans, pro rata among each Term Facility, and within each Term Facility, pro rata among all remaining Scheduled Term Repayments thereof). In carrying out Any balance remaining shall be delivered to the foregoing, applicable Borrower or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. (yc) Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. (d) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, it is understood and agreed that (i) no payments from the proceeds arising out of Offshore Collateral Documents (except to the extent providing for the pledge of up to 65% of the Capital Stock of any Foreign Subsidiary or Foreign Subsidiary Holdco, in each case that is directly owned by one or more of Company, the U.S. Borrower or a Subsidiary Guarantor) shall be applied to pay any U.S. Obligations and (ii) no Offshore Borrower or Offshore Guarantor shall be liable to pay or otherwise be liable, in whole or in part, for principal, interest, fees or other Obligations of the numerical order provided until exhausted prior U.S. Borrower or any Loan Party party to the application Subsidiary Guaranty as a result of the exercise of remedies by the Agents and the Lenders under Section 10.3 or otherwise, provided further that OI Europe shall not be liable to pay or otherwise be liable, in whole or in part, for principal, interest, fees and other Obligations of the other Loan Parties as a result of the exercise of remedies by the Agents and the Lenders under Section 10.3 or otherwise; provided that any Net Insurance/ Condemnation Proceeds received by OI Europe shall only be applied in connection with Loans drawn for its own account. (e) Anything in this Article X to the next succeeding categorycontrary notwithstanding, Administrative Agent shall, at the request of the Requisite Lenders, rescind and annul any acceleration (other than an acceleration pursuant to Section 10.2) of the Loans by written instrument filed with Borrowers; provided that at the time such acceleration is so rescinded and annulled: (A) all past due interest and principal, if any, on the Loans and all other sums payable under this Agreement and the other Loan Documents shall have been duly paid, and (zB) each no other Event of Default shall have occurred and be continuing which shall not have been waived in accordance with the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share provision of amounts available to be applied pursuant thereto for such categorySection 12.1 hereof.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, Each Pledgor hereby agrees that it shall upon the occurrence and during the continuance continuation of an Event of Default, each Borrower irrevocably waives (i) immediately turn over to the right Collateral Agent any instruments (with appropriate endorsements) or other items constituting Collateral not then in the possession of the Collateral Agent, the possession of which is required for the perfection of the Collateral Agent's security interest for its benefit and the ratable benefit of the Secured Parties, all of which shall be held in trust for the benefit of the Collateral Agent for its benefit and the ratable benefit of the Secured Parties and not commingled prior to direct its coming into the application Collateral Agent's possession, and (ii) take all steps necessary to cause all sums, monies, royalties, fees, commissions, charges, payments, advances, income, profits, and other amounts constituting Proceeds of any and all payments at any time or times thereafter received by Agent from or on behalf Collateral to be deposited directly in an account of such Borrower the Pledgor (or any Guarantor of all or any part them) with the Collateral Agent and to cause such sums to be applied to the satisfaction of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following Subject to the occurrence and continuance terms of an Event the Prudential Intercreditor Agreement, all proceeds from any collection or sale of Defaultthe Collateral pursuant hereto, but absent the occurrence and continuance all Collateral consisting of an Acceleration Eventcash, Agent shall apply any and all payments received by deposits in accounts of any Pledgor with the Collateral Agent or any Secured Party shall be applied (i) first, to the payment of the fees and expenses of the Collateral Agent incurred pursuant to, and any other Obligations payable to the Collateral Agent under, this Agreement or any other Loan Document, including costs and expenses of collection or sale, reimbursement of any advances, and any other costs or expenses in connection with the exercise of any rights or remedies hereunder or thereunder (including, without limitation, reasonable fees and disbursements of counsel), (ii) second, to the payment in full of the Obligations owed to the Lenders and the Issuing Bank in respect of the ObligationsLoans, LC Disbursements and any Interest Rate Hedging Agreements, pro rata as among the Lenders (including, but not limited to, any of them as an Interest Rate Protection Merchant) in accordance with the amounts of such Obligations owed to them, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (ciii) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the payment of the Obligations (including any interest which, but for other than those referred to above) pro rata as among the provisions Secured Parties in accordance with the amounts of the Bankruptcy Code, would have accrued on such amounts); fourth, Obligations owed to them. Any amounts remaining after such applications shall be remitted to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance Pledgors or as a court of competent jurisdiction may otherwise direct. In carrying out the foregoing, (y) amounts received The Collateral Agent shall be applied in the numerical order provided until exhausted prior have absolute discretion as to the time of application to the next succeeding categoryof any such proceeds, and (z) each of the Persons entitled to receive a payment cash, or balances in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryaccordance with this Agreement.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any other Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. Agent and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth fifth, to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such any Borrower or any Guarantor guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received at any time or times after the occurrence and during the continuance of an Event of Default against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. Agent and (b) Following in the occurrence and continuance absence of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received a specific determination by Agent in with respect thereto, the proceeds of any sale of, or other realization upon, all or any part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: firstFIRST, to all fees, costs, indemnities, liabilities, obligations indemnities and expenses incurred by or owing to Agent and any Designated Lender 59 Affiliate that is an Affiliate of Agent, with respect to this Agreement, the other Financing Documents Documents, any Ancillary Services or the Collateral; secondSECOND, to all fees, costs, indemnities, liabilities, obligations indemnities and expenses incurred by or owing to any Lender and any Designated Lender Affiliate that is an Affiliate of any Lender, with respect to this Agreement, the other Financing Documents Documents, any Ancillary Services or the Collateral; thirdTHIRD, to accrued and unpaid interest on the Obligations (including any interest which, which but for the provisions of the U.S. Bankruptcy Code, would have accrued on such amounts); fourthFOURTH, to the principal amount of the Obligations outstanding; and fifth FIFTH to any other indebtedness or obligations of Borrowers any Borrower owing to Agent Agent, any Lender or any Designated Lender Affiliate under the Financing DocumentsDocuments or with respect to Ancillary Services. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, (a) each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Administrative Agent from or on behalf of such Borrower or any other Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Administrative Agent and Lenders on the other, Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Administrative Agent may deem advisable notwithstanding any previous application by Administrative Agent. , and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations Obligations of Borrowers owing to Administrative Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. 77 (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such the Borrower or any Guarantor other Credit Party of all or any part of the Obligations, and, as between Borrowers the Credit Parties on the one hand and Agent and Lenders Holders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable (subject to clause (b) below) notwithstanding any previous application by Agent. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent voluntary and mandatory, payments, prepayments or redemptions made in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything Obligations shall be delivered to the contrary contained in this Agreement, if an Acceleration Event Agent and shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, be applied in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Transaction Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on a pro rata basis with respect to the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts)outstanding Notes; fourthand third, to the principal amount of Notes then due and owing on a pro rata basis with respect to the Obligations outstanding; and fifth to any other indebtedness outstanding Notes. (c) Any payments, prepayments or obligations proceeds of Borrowers owing to Agent or Collateral received by any Lender that were not permitted to be made under this Agreement or were not applied as required under this Agreement shall be promptly paid over to the Financing DocumentsAgent for application under Section 10.5(b). Any balance remaining after giving effect to the applications set forth in this Section 10.5 shall be delivered to Borrowers Borrower or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out any of the foregoingapplications set forth in this Section 10.5, (yi) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, category and (zii) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.2 and until all Obligations of the Loan Parties have been paid in full, any and all proceeds received by the Administrative Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Administrative Agent, shall be applied as follows: (ai) first, to reimburse the Administrative Agent and the Lenders for out-of-pocket costs, expenses and disbursements, including reasonable attorneys' and paralegals' fees and legal expenses, incurred by the Administrative Agent or the Lenders in connection with realizing on the Collateral or collection of any Obligations of any of the Loan Parties under any of the Loan Documents, including advances made by the Lenders or any one of them or the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; (ii) second, to the repayment of all Obligations then due and unpaid of the Loan Parties to the Lenders or their Affiliates incurred under this Agreement or any of the other Loan Documents or agreements evidencing any Lender Provided Interest Rate/Currency Hedge or Other Lender Provided Financial Services Obligations, whether of principal, interest, fees, expenses or otherwise and to cash collateralize the Letter of Credit Obligations, ratably among the Lenders in proportion to the respective amounts payable to them with respect to such Obligations; and (iii) the balance, if any, as required by Law. Notwithstanding anything to the contrary contained in this AgreementSection, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application no Swap Obligations of any and all payments at any time Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies with respect to such Guaranty Agreement) or times thereafter received by Agent from or on behalf the proceeds of such Borrower or any Guarantor of all or any part of Non-Qualifying Party's Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the Obligations, and, as between Borrowers on extent possible appropriate adjustments shall be made with respect to payments and/or the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent other Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the allocation to Obligations otherwise set forth above in this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categorySection 9.2.5.

Application of Proceeds. (a) Notwithstanding anything to All cash proceeds received by the contrary contained Collateral Agent in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application respect of any and all payments at any time sale of, collection from, or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of other realization upon, all or any part of the ObligationsCollateral shall be applied as follows: (a) First, andto the payment of the costs and expenses of such sale, as between Borrowers on collection from, or other realization upon, all or any part of the one hand Collateral, and reasonable compensation to the Collateral Agent, its agents and attorneys, and of all expenses and liabilities incurred and advances made by the Collateral Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent.connection therewith; (b) Following Second, to the occurrence payment of all expenses of Lender Parties that the Pledgor or the Borrower is obligated to pay pursuant to this Pledge Agreement or any other Loan Document; NEG Operating LLC Pledge Agreement 14 (c) Third, to the payment ratably of the sum of (i) amounts due for principal and continuance interest on all Loans then outstanding, (ii) amounts due with respect to the Letters of an Event Credit, and (iii) amounts owed as the Hedging Obligations to any Lender or any Affiliate of Defaulta Lender, but absent without preference or priority of the occurrence and continuance indebtedness owing to one Lender (or Affiliate) over another, or of an Acceleration EventLoans or Letters of Credit over Hedging Obligations, Agent shall apply any and or of principal over interest; and (d) Fourth, after payment in full in cash of all payments received by Agent in respect of the Obligations, and any the termination of all Commitments and all proceeds of Collateral received other commitments by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything all Lenders to the contrary contained in this Agreement, if an Acceleration Event shall have occurredBorrower and the other Obligors, and so long as it continues, Agent shall apply any and the termination or expiration of all payments received by Agent in respect Letters of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourthCredit, to the principal amount payment of the Obligations outstanding; and fifth surplus of such cash or cash proceeds, if any, to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Pledgor, or to whomever whomsoever may be lawfully entitled to receive such balance the same, or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party Grantor irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower Credit Party Grantor or any other Credit Party or any Guarantor of all or any part of the Obligations, and, as between Borrowers Credit Party Grantors on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers and/or the other Credit Parties owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each (a) Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers Borrower on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. Agent and, with respect to application of payments to Lenders, in a manner consistent with each Lender’s Commitment Percentage, and (b) Following the occurrence and continuance proceeds of an Event of Defaultany sale of, but absent the occurrence and continuance of an Acceleration Eventor other realization upon, Agent shall apply all or any and all payments received by Agent in respect part of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderbe applied: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the CollateralExpenses; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the CollateralLenders’ Expenses; third, to accrued and unpaid interest on the Obligations (including excluding any interest which, but for the provisions of the United States Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations Obligations of Borrowers Borrower owing to Agent or any Lender under (including without limitation interest which, but for the Financing Documentsprovisions of the United States Bankruptcy Code, would have accrued on the Obligations). Any balance remaining shall be delivered to Borrowers Borrower or to whomever whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (yx) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (zy) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share pro rata share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything To the extent permitted under applicable law, the proceeds of any exercise of rights with respect to Collateral or any part thereof shall be paid to and applied as follows: FIRST, to the contrary contained payment of (i) all costs and charges in connection therewith, including, without limitation, (A) attorneys' fees for advice, counsel or other legal services, (B) costs and expenses incurred as a result of pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing, advertising for sale, selling and foreclosing on the Collateral and any and all other charges and expenses in connection therewith, and (C) any costs and expenses (including, without limitation, costs and expenses in the management and operation of the Resort) provided for in the Assignment of Rents, the Inventory Deed of Trust or any other Security Document, (ii) all taxes, assessments or Liens superior to the Lien of this Agreement or the other Security Documents, except any taxes, assessments or other superior Liens subject to which any sale of Collateral may have been made, (iii) all fees, costs and expenses as set forth in Section 10.2 of this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (biv) Following all Release Fees; SECOND, towards the occurrence payment of accrued and continuance of an Event of Defaultunpaid interest then due and payable, but absent if any, at the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent Default Rate in respect of the ObligationsLoan, THIRD, towards the payment of all other accrued and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreementunpaid interest, if an Acceleration Event shall have occurredany, then due and so long as it continues, Agent shall apply any and all payments received by Agent payable in respect of the ObligationsLoan, and any and all proceeds of Collateral received by Agent, in the following order: firstFOURTH, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions payment of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; Loan, and fifth FIFTH, to any other indebtedness or obligations the payment of Borrowers owing the surplus, if any, to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Debtor, its successors and assigns, or to whomever whomsoever may be lawfully entitled to receive the same, provided that if any Obligations then due and payable shall not have been paid in full, any such balance or surplus shall continue to be held as a court Collateral hereunder and shall continue to be subject to the terms and conditions hereof until such Obligations then due and payable shall have been paid in full. The Debtor shall remain liable hereunder for payment of competent jurisdiction may directany deficiency owing on the Obligations after application of such proceeds. In carrying out To the foregoingextent that any amount allocated to any of the payment categories set forth above is insufficient to fully satisfy all of the Obligations referred to in said category, (y) amounts received such amount shall be applied allocated ratably to each of such Obligations in accordance with the numerical order provided until exhausted prior ratio that the amount of such Obligation bears to the application aggregate amount of such Obligations referred to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent or Term Loan Servicer from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent Agent, Term Loan Servicer and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received by Agent or Term Loan Servicer against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent and Term Loan Servicer, as applicable, shall apply any and all payments received by Agent or Term Loan Servicer (as applicable) in respect of the Obligations, and any and all proceeds of Collateral received by AgentAgent or Term Loan Servicer, in such order as Agent or Term Loan Servicer, as applicable, may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent or Term Loan Servicer, as applicable, shall apply any and all payments received by Agent or Term Loan Servicer, as applicable, in respect of the Obligations, and any and all proceeds of Collateral received by AgentAgent or Term Loan Servicer, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent or Term Loan Servicer with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Credit Parties owing to Agent Agent, Term Loan Servicer or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Credit Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.. MidCap / Aspen Aerogels / Credit, Security and Guaranty Agreement

Application of Proceeds. In the event proceeds of insurance received by the Administrative Agent under property damage, boiler and machinery policies, business interruption insurance policies, or with respect to a condemnation claim or award exceed $500,000 and do not constitute Replacement Proceeds, the Administrative Agent shall, upon receipt of such proceeds, apply all of the proceeds so received in repayment of the Obligations in the manner set forth in Section 3.01(b)(iii). Notwithstanding the foregoing, in the event proceeds of insurance received by the Administrative Agent under property damage, boiler and machinery policies or business interruption insurance policies (ai) Notwithstanding anything is less than $500,000 or (ii) constitutes Replacement Proceeds, Administrative Agent shall, upon receipt of such proceeds, remit the amount so received to the contrary contained applicable Borrower or Borrower Subsidiary; provided, however, in this Agreementthe case of proceeds of insurance received by the Administrative Agent under property damage, boiler and machinery policies or business interruption insurance policies in an amount greater than $500,000, if (i) the Administrative Agent receives notice from the applicable Borrower that it or its Subsidiary, as applicable, does not intend to restore, rebuild or replace the Property subject to such insurance payment or condemnation award, (ii) the applicable Borrower or its applicable Subsidiary fails to replace or commence the restoration or rebuilding of such Property within one year after the Administrative Agent's receipt of the proceeds of such insurance payment or condemnation award, or (iii) upon completion of the restoration, rebuilding or replacement of such Property, the unused proceeds from such insurance payment or condemnation award exceed $500,000, then (x) upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part either of the Obligationsevents described in clauses (i) or (ii) above, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligationsproceeds, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts upon the occurrence of the event described in clauses (iii) above, such excess, shall constitute Net Cash Proceeds of Sale received by a Borrower or a Subsidiary of a Borrower and shall be applied in the numerical order provided until exhausted prior to the application Obligations pursuant to the next succeeding category, and (z) each terms of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categorySection 3.01(b)(iii).

Application of Proceeds. In the event proceeds of insurance received by the Administrative Agent under property damage, boiler and machinery policies, business interruption insurance policies, or with respect to a condemnation claim or award exceed $500,000 and do not constitute Replacement Proceeds, the Administrative Agent shall, upon receipt of such proceeds, apply all of the proceeds so received in repayment of the Obligations in the manner set forth in Section 3.01(b)(iii). Notwithstanding the foregoing, in the event proceeds of insurance received by the Administrative Agent under property damage, boiler and machinery policies or business interruption insurance policies (ai) Notwithstanding anything is less than $500,000 or (ii) constitutes Replacement Proceeds, Administrative Agent shall, upon receipt of such proceeds, remit the amount so received to the contrary contained applicable Borrower or Borrower Subsidiary; provided, however, in this Agreementthe case of proceeds of insurance received by the Administrative Agent under property damage, boiler and machinery policies or business interruption insurance policies in an amount greater than $500,000, if (i) the Administrative Agent receives notice from the applicable Borrower that it or its Subsidiary, as applicable, does not intend to restore, rebuild or replace the Property subject to such insurance payment or condemnation award, (ii) the applicable Borrower or its applicable Subsidiary fails to replace or commence the restoration or rebuilding of such Property within one year after the Administrative Agent’s receipt of the proceeds of such insurance payment or condemnation award, or (iii) upon completion of the restoration, rebuilding or replacement of such Property, the unused proceeds from such insurance payment or condemnation award exceed $500,000, then (x) upon the occurrence and during the continuance of an Event of Default, each Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of all or any part either of the Obligationsevents described in clauses (i) or (ii) above, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligationsproceeds, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts upon the occurrence of the event described in clauses (iii) above, such excess, shall constitute Net Cash Proceeds of Sale received by a Borrower or a Subsidiary of a Borrower and shall be applied in the numerical order provided until exhausted prior to the application Obligations pursuant to the next succeeding category, and (z) each terms of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categorySection 3.01(b)(iii).

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of If there shall have occurred an unwaived Event of DefaultDefault that has not been cured within the applicable cure period, each Borrower irrevocably waives the right to direct the application of any and all payments if any, at any time or times thereafter received by at the Administrative Agent’s election, the Administrative Agent from or on behalf of such Borrower or any Guarantor of may apply all or any part of Proceeds constituting Collateral, whether or not held in any Collateral Account, in payment of the ObligationsBVI Obligations in the following order: (a) First, andto the payment of all costs and expenses of any sale, as between Borrowers collection or other realization on the one hand and Collateral, including reasonable compensation to the Administrative Agent and Lenders on its agents and counsel, and reimbursement for all other costs, expenses, liabilities and advances made or incurred by Administrative Agent in connection therewith (including as described in Section 6.6 hereof), and all amounts for which Administrative Agent is entitled to indemnification hereunder and all advances made by Administrative Agent hereunder for the otheraccount of the applicable Grantor, Agent shall have the continuing and exclusive right to apply and to reapply the payment of all costs and expenses paid or incurred by Administrative Agent in connection with the exercise of any right or remedy hereunder or under the Credit Agreement or any other Loan Document and to the payment or reimbursement of all payments received against indemnification obligations, fees, costs and expenses owing to the Obligations Administrative Agent hereunder or under the Credit Agreement or any other Loan Document, all in such manner as Agent may deem advisable notwithstanding any previous application by Agent.accordance with the terms hereof or thereof; (b) Following Second, for application by it towards all other BVI Obligations, pro rata among the occurrence and continuance of an Event of Default, but absent Secured Parties according to the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect amounts of the Obligations, and any and all proceeds of Collateral received BVI Obligations then held by Agent, in such order as Agent may from time to time elect.the Secured Parties; and (c) Notwithstanding anything to Third, any balance of such Proceeds remaining after the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect Discharge of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the BVI Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered paid over to Borrowers or upon the order of such Grantor or to whomever whomsoever may be lawfully entitled to receive such balance the same or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything Anything contained herein to the contrary contained in this Agreementnotwithstanding (but subject to Section 1.01(b) hereof), upon the occurrence and during the continuance of if an Event of DefaultDefault has occurred and is continuing, each Borrower irrevocably waives and (x) the right Joint Collateral Agent takes action to direct the application enforce rights in respect of any Collateral, or any distribution is made in respect of any Collateral in any bankruptcy or other similar proceeding of any Grantor and (y) any Loan and Notes Secured Party receives (i) any payment (pursuant to any intercreditor agreement (other than this Agreement) with respect to any Collateral) or (ii) any proceeds of any sale, collection or other liquidation of any Collateral by the Joint Collateral Agent (pursuant to any such intercreditor agreement with respect to such Collateral) or (iii) proceeds of any distribution in respect of such Collateral (subject, in the case of any such distribution, to the sentence immediately following) (all payments at such payments, proceeds of any time sale, collection or times thereafter other liquidation of any Collateral and distributions being collectively referred to as “Proceeds”), then such Proceeds shall, in the case of any Proceeds received by any Loan and Notes Secured Party, be transferred to the Joint Collateral Agent from and the Joint Collateral Agent shall deposit into the Loan and Notes Collateral Account the Proceeds it receives in respect of such Collateral, and the Joint Collateral Agent shall distribute pursuant to the provisions of Section 4.03 all moneys held in the Loan and Notes Collateral Account as follows: (i) FIRST, to the payment of all reasonable legal fees and expenses and other reasonable costs or out-of-pocket expenses or other liabilities of any kind incurred by the Joint Collateral Agent, incurred acting on behalf of the Loan and Notes Secured Parties; provided, however, that nothing herein is intended to relieve the Grantors of their duties to pay such Borrower costs, fees, expenses and liabilities otherwise payable to the Joint Collateral Agent from funds outside of the Loan and Notes Collateral Account, as required by this Agreement; (ii) SECOND, ratably to the Joint Collateral Agent (without duplication) in an amount equal to the Joint Collateral Agent’s Fees which are unpaid as of such Distribution Date and to the payment of the fees, expenses (including attorneys fees and expenses) and indemnity amounts due and owing to the Authorized Representatives including any amounts advanced by the Authorized Representative for the payment of the Joint Collateral Agent’s Fees in an amount equal to the amount thereof so advanced or any Guarantor paid by such Authorized Representative prior to such Distribution Date; provided, however, that nothing herein is intended to relieve the Grantors of their duties to pay such fees and claims from funds outside of the Loan and Notes Collateral Account, as required by this Agreement; (iii) THIRD, to the ratable payment of Loan and Notes Obligations consisting of fees, expenses and indemnity amounts (including attorney’s fees and expenses) owed to Authorized Representatives, ratably among the Authorized Representatives in proportion to the amount of all or any part fees, expenses and indemnity amounts owed to all Authorized Representatives under this clause THIRD; (iv) FOURTH, to the payment in full of all other Loan and Notes Obligations then due and owing on a ratable basis among all Series, in each case subject to Section 1.01(b) and to be applied in accordance with the terms of the applicable Secured Credit Documents; and (v) FIFTH, after payment in full of all Loan and Notes Obligations, andto the Administrative Company for the account of the applicable Grantor as its interests may appear. Notwithstanding the foregoing, with respect to any Collateral for which a third party (other than a Loan and Notes Secured Party) has a lien or security interest that is junior in priority to the security interest of any Series of Loan and Notes Obligations but senior (as between Borrowers determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of Loan and Notes Obligations (such third party an “Intervening Creditor”), the value of any such Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the one hand Collateral or Proceeds to be distributed in respect of the Series of Loan and Agent and Lenders on the other, Agent shall have the continuing and exclusive right Notes Obligations with respect to apply and to reapply any and all payments received against the Obligations in which such manner as Agent may deem advisable notwithstanding any previous application by AgentImpairment exists. (b) Following It is acknowledged that the occurrence Loan and continuance Notes Obligations of an Event of Defaultany Series may, but absent subject to the occurrence and continuance of an Acceleration Eventlimitations set forth in the then extant Secured Credit Documents, Agent shall apply any and all payments received by Agent in respect of the Obligationsbe increased, and any and all proceeds of Collateral received by Agentextended, in such order as Agent may renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time electtime, all without affecting the priorities set forth in Section 4.01(a) or the provisions of this Agreement defining the relative rights of the Loan and Notes Secured Parties of any Series; provided that the Authorized Representative of the holders of any such Refinancing indebtedness shall have executed a Joinder Agreement on behalf of the holders of such Refinancing indebtedness. (c) Notwithstanding anything to the contrary contained in this Agreementdate, if an Acceleration Event shall have occurredtime, method, manner or order of grant, attachment or perfection of any Liens securing any Series of Loan and so long as it continues, Agent shall apply Notes Obligations granted on the Collateral and notwithstanding any and all payments received by Agent in respect provision of the ObligationsUniform Commercial Code of any jurisdiction, or any other applicable law or the Secured Credit Documents or any defect or deficiencies in the Liens securing the Loan and Notes Obligations or any and all proceeds of Collateral received by Agentother circumstance whatsoever (but, in each case, subject to Section 1.01(b) and the following order: firstlast sentence of Section 4.01(a)), to each Loan and Notes Secured Party hereby agrees that the Liens securing the Loan and Notes Obligations on any Collateral shall secure all fees, costs, indemnities, liabilities, such obligations ratably and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such categoryequally.

Application of Proceeds. (a) Notwithstanding anything So long as no Event of Default shall have occurred and be continuing, at such intervals as may be agreed upon by the Borrower and the Collateral Agent, at any time at the Collateral Agent’s election, the Collateral Agent may apply all or any part of Proceeds held in any Concentration Account in payment of the Obligations in such order as the Collateral Agent may elect, and any part of such funds which the Collateral Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Collateral Agent to the contrary contained in this Agreement, upon Borrower or to whomsoever may be lawfully entitled to receive the occurrence and during the continuance of same. After an Event of DefaultDefault shall have occurred and be continuing, each Borrower irrevocably waives except as expressly provided elsewhere in the right to direct Loan Documents, all Proceeds received by the application Collateral Agent in respect of any and all payments at sale, any time collection from, or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor of other realization upon all or any part of the ObligationsCollateral shall be applied in full or in part by the Collateral Agent against, and, as between Borrowers on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent. (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following orderorder of priority: first, to all fees, costs, indemnities, liabilities, obligations repay Revolving Loans and expenses incurred Swingline Loans that have been advanced by or owing to the Administrative Agent with respect to this Agreement, the other Financing Documents or the CollateralSwingline Lender, respectively, and to reimburse the Issuing Bank for draws on Letters of Credit, in each case to the extent not paid or reimbursed by the Company or the Lenders; second, to the payment of all fees, costs, indemnities, liabilities, obligations costs and expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, and all amounts for which the Collateral Agent is entitled to indemnification hereunder (in its capacity as the Collateral Agent and not as a Lender) and all advances made by the Collateral Agent hereunder for the account of the applicable Grantor, and to the payment of all costs and expenses paid or owing to incurred by the Collateral Agent in connection with the exercise of any Lender right or remedy hereunder or under any other Loan Document, all in accordance with respect to this Agreement, the other Financing Documents terms hereof or the Collateralthereof; third, to accrued and unpaid interest on the extent of any excess of such proceeds, to the payment of all other Obligations (including any interest which, but for the provisions ratable benefit of the Bankruptcy Code, would have accrued on such amounts)Secured Parties; and fourth, to the principal amount extent of any excess of such proceeds, to the Obligations outstanding; and fifth payment to any other indebtedness or obligations upon the order of Borrowers owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers such Grantor or to whomever whosoever may be lawfully entitled to receive such balance the same or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Application of Proceeds. (a) Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each Borrower Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from or on behalf of such Borrower or any Guarantor Credit Party of all or any part of the Obligations, and, as between Borrowers Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent.. MidCap / Rubicon / Credit, Security and Guaranty Agreement (b) Following the occurrence and continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agent may from time to time elect. (c) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Borrowers Credit Parties owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers Credit Parties or to whomever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.