Common use of Application of Proceeds Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Application of Proceeds. The All proceeds received collected by the Collateral Administrative Agent in respect of upon any sale ofcollection, collection from sale, foreclosure or other realization upon all or any part of the Collateral (including without limitation any distribution pursuant to the exercise by the a plan of reorganization), including any Collateral Agent consisting of its remedies cash, shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent applied as follows: (a) First: first, to the payment of all reasonable costs and expensesexpenses incurred by the Administrative Agent (in its capacity as such hereunder or under any other Loan Document) in connection with such collection, fees, commissions and taxes of such sale, collection foreclosure or realization or otherwise in connection with this Agreement, any other realizationLoan Document or any of the Obligations, including compensation to all court costs and the Collateral Agent fees and expenses of its agents and legal counsel, and the repayment of all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent hereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection therewith, together with interest on each such amount at the highest rate then in effect exercise of any right or remedy hereunder or under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Secondany other Loan Document; second, to the payment in full of all other reasonable costs and expenses Priority Lien Obligations (including, without limitation, the Cash Collateralization of such sale, collection or other realization, including compensation any undrawn Letters of Credit) (the amounts so applied to be distributed among the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably rata in accordance with the respective amounts thereof then due of the Priority Lien Obligations owed to them on the date of any such distribution) and owing Obligations under Specified Hedge Agreements and Secured Cash Management Agreements; third, to the payment in full of all other Pari Passu Lien Obligations (ii) the Obligations arising under amounts so applied to be distributed among the Interest Rate Protection Agreements Secured Parties pro rata in accordance with the terms amounts of the Interest Rate Protection AgreementsPari Passu Lien Obligations owed to them on the date of any such distribution); and (d) Fourth, the balance, if anyfourth, to the person lawfully entitled thereto (including the applicable Loan Party or its Parties, their successors or assigns), or as a court of competent jurisdiction may otherwise direct. In addition, in the event that the Administrative Agent receives any non-cash distribution upon any collection, sale, foreclosure or other realization upon any Collateral, such non-cash distribution shall be allocated in the manner described above, with the value of such non-cash distribution being reasonably determined by the Administrative Agent; provided that the Administrative Agent shall apply any cash distribution in accordance with this Section 7.2 prior to application of any such proceeds are insufficient non-cash distribution. The Administrative Agent shall have absolute discretion as to pay the time of application of any such proceeds, moneys or balances in full accordance with this Agreement. Upon any sale of Collateral by the items described in clauses Administrative Agent (a) through (c) including pursuant to a power of this Section 9.03sale granted by statute or under a judicial proceeding), the Loan Parties receipt of the Administrative Agent or of the officer making the sale shall remain liable be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for any deficiencythe misapplication thereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable out-of-pocket costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable out-of-pocket costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all reasonable out-of-pocket costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Secured Obligations (other than principal and contingent indemnification obligations) under this Agreement and the Obligations arising under the Interest Rate Protection Agreements), other Loan Documents in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations (including contingent indemnification obligations due or claimed with respect thereto) and to provide cash collateral for all LC Exposure in the manner set forth in Section 2.06(j); (e) Fifth, to the Second Lien Collateral Agent, if and as required by the Intercreditor Agreement, to apply to the Second Lien Obligations; and (f) Sixth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns), or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cf) of this Section 9.037.05, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

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

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

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

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

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

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

Application of Proceeds. The proceeds (a) All Proceeds collected by the ----------------------- Administrative Agent upon any sale, other disposition of or realization upon any of the Collateral, together with all other moneys received by the Collateral Administrative Agent in respect of any sale ofhereunder, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent applied as follows: (ai) Firstfirst, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection disposition or other realization, including compensation the reasonable costs and expenses of the Administrative Agent and the reasonable fees and expenses of its agents and counsel, all amounts advanced by the Administrative Agent for the account of the Pledgor, and all other amounts payable to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect Administrative Agent under this Agreement from and after the date such amount is due, owing or unpaid until paid in fullSECTION 13; (cii) Thirdsecond, without duplication after payment in full of the amounts applied pursuant to clauses specified in clause (a) and (bi) above, to the indefeasible ratable payment of all other Secured Obligations owing to the Secured Parties; and (iii) third, after payment in full of the amounts specified in cash, pro rata, of clauses (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) above, and following the termination of this Agreement, to the Pledgor or any other Person lawfully entitled to receive such surplus. (b) For purposes of applying amounts in accordance with this Section, the Administrative Agent shall be entitled to rely upon any Secured Party that has entered into an Interest Rate Protection Agreement with the Borrower for a determination (which such Secured Party agrees to provide or cause to be provided upon request of the Administrative Agent) of the outstanding Secured Obligations arising owed to such Secured Party under any such Interest Rate Protection Agreement. Unless it has actual knowledge (including by way of written notice from any such Secured Party) to the contrary, the Administrative Agent, in acting hereunder, shall be entitled to assume that no Interest Rate Protection Agreements or Obligations in accordance with respect thereof are in existence between any Secured Party and the terms Borrower. (c) The Pledgor shall remain liable to the extent of any deficiency between the amount of all Proceeds realized upon sale or other disposition of the Interest Rate Protection Agreements; and (d) Fourth, Collateral pursuant to this Agreement and the balance, if any, aggregate amount of the sums referred to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (i) and (ii) of subsection (a) through above. Upon any sale of any Collateral hereunder by the Administrative Agent (c) whether by virtue of this Section 9.03the power of sale herein granted, pursuant to judicial proceeding, or otherwise), the Loan Parties receipt of the Administrative Agent or the officer making the sale shall remain liable be a sufficient discharge to the purchaser or purchasers of the Collateral so sold, and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for any deficiencythe misapplication thereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Application of Proceeds. The proceeds received (a) Unless otherwise required by applicable law, the Collateral Agent in respect shall apply the proceeds of the collection or sale of any sale ofCollateral, collection from or other realization upon all or including any part Collateral consisting of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be appliedcash, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First: [[5336199v.2]] FIRST, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or expenses incurred by the Collateral Agent in connection therewithwith such collection or sale or otherwise in connection with this Agreement or any other Credit Document, together or otherwise in connection with interest any of the Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent hereunder or under any other Credit Document on each such amount behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Credit Document at the highest rate then in effect under this Agreement from and after direction or for the date such amount is due, owing or unpaid until paid in full; (b) Secondbenefit of holders of the Obligations; SECOND, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, including compensation Obligations as shall be owed to the other Secured Parties and their agents and counsel Administrative Agent (in such capacity) and all costssuch Obligations for fees, liabilities and advances made indemnification or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication reimbursement of amounts applied pursuant expenses as shall be owed to clauses (a) and (b) aboveany Issuing Bank; THIRD, to the indefeasible payment in full of the other Obligations (other than Miscellaneous Obligations) secured by such Collateral, ratably in cashaccordance with the amounts of such Obligations on the date of such application; FOURTH, pro rata, to the payment in full of (i) interest, principal and other amounts constituting any Miscellaneous Obligations (other than the Miscellaneous Obligations arising under described in clause (c) of the Interest Rate Protection Agreements)definition of Miscellaneous Obligations) secured by such Collateral, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and of such Obligations on the date of such application; FIFTH, to the payment in full of any Miscellaneous Obligations described in clause (iic) of the definition of Miscellaneous Obligations arising under the Interest Rate Protection Agreements secured by such Collateral, ratably in accordance with the terms amounts of such Obligations on the Interest Rate Protection Agreementsdate of such application; and (d) Fourth, the balance, if anySIXTH, to the person lawfully “Collateral Agent” under and as defined in the Second Lien Guarantee and Collateral Agreement for application as provided therein to satisfy obligations secured by Liens on the Collateral created thereunder or under the “Other Security Documents” (as defined therein) that are junior to the Liens created hereunder and under the Other Security Documents; SEVENTH, if the Second Lien Guarantee and Collateral Agreement shall no longer be in effect or if the Collateral Agent shall be advised by the “Collateral Agent” under and as defined in the Second Lien Guarantee and Collateral Agreement that there are no persons entitled thereto under the Second Lien Guarantee and Collateral Agreement to receive such proceeds or cash, to the Junior Collateral Agents (including as such term is defined in the Lien Subordination and Intercreditor Agreement) for application as provided in the Lien Subordination and Intercreditor Agreement; and [[5336199v.2]] EIGHTH, if there shall be no outstanding “Junior Obligations”, as defined in the Lien Subordination and Intercreditor Agreement, or if the Collateral Agent shall be advised by each Junior Collateral Agent (as such term is defined in the Lien Subordination and Intercreditor Agreement) that there are no persons entitled under the documents governing “Junior Obligations”, as defined in the Lien Subordination and Intercreditor Agreement, to receive such proceeds or cash, to the applicable Loan Party or its Grantors, their successors or assigns), or as a court of competent jurisdiction may otherwise direct. In The Collateral Agent shall have absolute discretion as to the event that time of application of any such proceeds are insufficient proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to pay in full the items described in clauses (a) through (c) a power of this Section 9.03sale granted by statute or under a judicial proceeding), the Loan Parties receipt of the Collateral Agent or of the officer making the sale shall remain liable be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. Notwithstanding the provisions of clause THIRD above, any deficiencyArticle 9 Collateral consisting of cash deposited to collateralize Letter of Credit reimbursement obligations pursuant to the Credit Agreement will be applied first against such reimbursement obligations.

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

Application of Proceeds. The proceeds Any amount received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent from any Credit Party (or from proceeds of its remedies any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 11.5 shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (ai) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or expenses incurred by the Administrative Agent or Collateral Agent in connection therewithwith any collection or sale or otherwise in connection with any Credit Document, together including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent or the Collateral Agent hereunder or under any other Credit Document on behalf of any Credit Party and any other reasonable and documented costs or expenses incurred in connection with interest on each such the exercise of any right or remedy hereunder or under any other Credit Document (and, if there shall be a shortfall in the amount at the highest rate then in effect available pursuant to this clause to pay all amounts due under this Agreement from and after the date such amount is dueclause, owing on a pro rata basis taking into account all amounts due under this clause (including on account of principal, interest, fees, expenses or unpaid until paid in fullotherwise, as applicable)); (bii) Secondsecond, to the payment Tranche B-1 Term Loan Lenders, Tranche C Term Loan Lenders, New B-1 Lenders and New C Lenders, an amount equal to all Obligations owing to them in respect of the Tranche ▇-▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇-▇ Loans and New C Loans on the date of any distribution (other than any amounts in respect of post-petition interest) (and, if there shall be a shortfall in the amount available pursuant to this clause to pay all other reasonable costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect amounts due under this Agreement from and after the date such amount is dueclause, owing on a pro rata basis taking into account all amounts due under this clause (including on account of principal, interest, fees, expenses or unpaid until paid in fullotherwise, as applicable)); (ciii) Third, without duplication of amounts applied pursuant to clauses (a) and (b) abovethird, to the indefeasible payment Secured Parties, an amount equal to all remaining Obligations owing to them on the date of any distribution (including any amounts in full respect of post-petition interest (including such amounts owed to the Tranche B-1 Term Loan Lenders, Tranche C Term Loan Lenders, New B-1 Lenders and New C Lenders)) and, if there shall be a shortfall in cashthe amount available pursuant to this clause to pay all amounts due under this clause, on a pro ratarata basis taking into account all amounts due under this clause (including on account of principal, of (i) interest, principal and other amounts fees, expenses or otherwise, as applicable); and (iv) fourth, any surplus then remaining shall be paid to the applicable Credit Parties or their successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct; provided that any amount received constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably ABL Collateral shall be applied in accordance with the respective amounts thereof then due and owing and (ii) provisions set forth in the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiencyIntercreditor Agreement.

Application of Proceeds. The Subject to the Carve Out and the RCT Reclamation Support Carve Out, during the existence of an Event of Default any Net Cash Proceeds received by the Collateral Agent, any distribution made in respect of any Collateral in any bankruptcy or insolvency proceeding of any Credit Party, all proceeds of any sale, collection or other liquidation of any Collateral, including all insurance proceeds received in respect thereof, and all proceeds of any such distribution, and any proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this AgreementAgreement and/or any other Credit Document, promptly by the Collateral Agent as follows: (a) with respect to any Collateral other than the RCT L/C Collateral Accounts and the General L/C Collateral Accounts: (i) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, Collateral Agent and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent and Collateral Agent is entitled to indemnification pursuant to the provisions of any Credit Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (bii) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (ciii) Third, without duplication of amounts applied pursuant to clauses (ai) and (bii) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than principal, reimbursement obligations in respect of Letters of Credit and obligations to cash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under Secured Hedging Agreement, Secured Commodity Hedging Agreements and Secured Cash Management Agreements to the extent constituting Obligations arising under the Interest Rate Protection Agreementsand any interest accrued thereon (excluding any breakage, termination or other payments thereunder), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iiiv) Fourth, to the payment in full in cash, pro rata, of principal amount of the Obligations arising (including reimbursement obligations in respect of Letters of Credit and obligations to cash collateralize Letters of Credit) and any premium thereon and any breakage, termination or other payments under Secured Hedging Agreement, Secured Commodity Hedging Agreements or Secured Cash Management Agreements to the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreementsextent constituting Obligations and any interest accrued thereon; and (dv) FourthFifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns) or as a court of competent jurisdiction may direct. (b) with respect to any RCT L/C Collateral Account: (i) First, on a pro rata basis, to the payment of all amounts due to the relevant RCT Letter of Credit Issuer under any of the Credit Documents, excluding amounts payable in connection with any RCT Letter of Credit Reimbursement Obligation; (ii) Second, on a pro rata basis, to the payment of all amounts due to the relevant RCT Letter of Credit Issuer in an amount equal to 100% of all relevant RCT Letter of Credit Reimbursement Obligations; (iii) Third, on a pro rata basis, to any Secured Party which has theretofore advanced or paid any fees to the relevant RCT Letter of Credit Issuer, other than any amounts covered by priority Second, an amount equal to the amount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been previously reimbursed; (iv) Fourth, on a pro rata basis, to the payment of all other relevant RCT L/C Obligations; and (v) Last, the balance, if any, after all of the relevant RCT L/C Obligations have been indefeasibly paid in full in cash, as set forth above in Section 11.19(a). (c) with respect to any General L/C Collateral Account: (i) First, on a pro rata basis, to the payment of all amounts due to the relevant General Letter of Credit Issuer under any of the Credit Documents, excluding amounts payable in connection with any General Letter of Credit Reimbursement Obligation; (ii) Second, on a pro rata basis, to the payment of all amounts due to the relevant General Letter of Credit Issuer in an amount equal to 100% of all General Letter of Credit Reimbursement Obligations; (iii) Third, on a pro rata basis, to any Secured Party which has theretofore advanced or paid any fees to the relevant General Letter of Credit Issuer, other than any amounts covered by priority Second, an amount equal to the amount thereof so advanced or paid by such Secured Party and for which such Secured Party has not been previously reimbursed; (iv) Fourth, on a pro rata basis, to the payment of all other relevant General L/C Obligations; and (v) Last, the balance, if any, after all of the relevant General L/C Obligations have been indefeasibly paid in full in cash, as set forth above in Section 11.19(a). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a), (b) through and (c) of this Section 9.0311.19, the Loan Credit Parties shall remain liable liable, jointly and severally, for any deficiency. Notwithstanding anything to the contrary contained herein, any Event of Default under this Agreement or similarly defined term under any other Credit Document, other than any Event of Default which cannot be waived without the written consent of each Lender directly and adversely affected thereby, shall be deemed not to be “continuing” if the events, act or condition that gave rise to such Event of Default have been remedied or cured (including by payment, notice, taking of any action or omitting to take any action) or have ceased to exist and the Borrower is in compliance with this Agreement and/or such other Credit Document.

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

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

Application of Proceeds. The proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral pursuant to the exercise by the Collateral Administrative Agent of its remedies as a secured creditor as provided in SECTION 12 hereof shall be applied, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Collateral Administrative Agent as follows: (a) First: FIRST, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to the Collateral including, without limitation, of Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent in connection therewith, together with interest on each such amount from the date that is one Business Day after the date that Administrative Agent notifies the Pledgors in writing of the incurrence of such amount until the date of payment at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) SecondCredit Agreement; SECOND, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, including compensation to including, without limitation, of the other Secured Parties Lenders and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties Lenders in connection therewith, together with interest on each such amount from the date that is one Business Day after the date that Administrative Agent notifies the Pledgors in writing of the incurrence of such amount until the date of payment at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) ThirdCredit Agreement; THIRD, without duplication of amounts applied pursuant to clauses (a) CLAUSES FIRST and (b) SECOND above, to the indefeasible payment in full in cash, pro rataPRO RATA, of (i) interest, principal and other amounts constituting Secured Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (iiSwap Obligations) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection AgreementsCredit Agreement and (ii) the Swap Obligations in accordance with the terms of the Swap Contracts; and (d) Fourthand FOURTH, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party Pledgors or its their respective successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) CLAUSES FIRST through (c) THIRD of this Section 9.03SECTION 13, the Loan Parties Pledgors shall remain liable for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held or received by the Collateral Agent pursuant to this Agreement, the Collateral Management Agreement or any other Loan Document, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal, Reimbursement Obligations arising under the Interest Rate Protection Agreements), and Hedging Obligations) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations then due and payable (including any Borrowing Base Deficiency and Reimbursement Obligations); (e) Fifth, to Hedging Obligations to the extent secured by Liens on the Collateral and constituting Obligations of the type described in clause (c) of the definition of Obligations; and (f) Sixth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cf) of this Section 9.039.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds (a) Notwithstanding anything to the contrary in any Secured Obligation Document and regardless of whether any Bankruptcy Event has been commenced by or against the Borrower or any other Grantor, (x) all Collateral Proceeds received by any Secured Party shall be promptly remitted by such Secured Party to (1) prior to the Discharge of Senior Secured Obligations, the Senior Collateral Agent or (2) after the SUNTECH Initials & Date /s/ZS HOKU Initials & Date /s/DS 6/13/2007 APPENDIX 8 TO SUPPLY AGREEMENT [*] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Discharge of Senior Secured Obligations, the Subordinated Collateral Agent, in each case in the like form received (with appropriate endorsements, if necessary) for application by the Senior Collateral Agent or the Subordinated Collateral Agent, as applicable, as hereinafter provided in clause (y) of this sentence, and (y) all Collateral Proceeds received by the Senior Collateral Agent in respect of any sale ofor the Subordinated Collateral Agent, collection from or other realization upon all or any part of the Collateral as applicable, pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreementpreceding clause (x) or otherwise shall, promptly by upon receipt, be applied in accordance with the Collateral Agent as follows:following clauses (i) through (vi): (ai) First, on a pro rata basis, to the payment of all reasonable costs and expenses, administrative fees, commissions expenses and taxes of such sale, collection or other realization, including compensation amounts due and payable to the Collateral Agent Agents and its any of the other agents under any of the Secured Obligation Documents (other than amounts specified in clauses (ii) and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full(iii) below); (bii) Second, on a pro rata basis, to the payment of (A) all interest (including, to the extent legally permitted, all interest accrued thereon after the commencement of any insolvency or liquidation proceeding at the rate, including any applicable post-default rate, specified in the Credit Agreement, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), commitment fees and letter of credit fees due and payable under the Credit Agreement and (B) all ordinary course settlement payments due and payable by the Borrower to any Secured Interest Hedge Lender under an Interest Rate Hedging Agreement; (iii) Third, on a pro rata basis, to (1) the payment of all principal, premium and reimbursement obligations due and payable under the Credit Agreement and the discharge or cash collateralization of all Letters of Credit (at the lower of (x) 103% of the aggregate undrawn amount thereof and (y) the percentage of the aggregate undrawn amount thereof required for release of Liens under the terms of the Credit Agreement) and (2) the payment of all termination payments due and payable by the Borrower to any Secured Interest Hedge Lender under an Interest Rate Hedging Agreement; (iv) Fourth, on a pro rata basis, to the payment of all other reasonable costs amounts due and expenses of such sale, collection or other realization, including compensation payable to the other Senior Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by under the other Senior Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in fullObligation Documents; (cv) ThirdFifth, without duplication after the Discharge of amounts applied pursuant to clauses (a) and (b) aboveSenior Secured Obligations, on a pro rata basis, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal all amounts due and other amounts constituting Obligations (other than payable to the Obligations arising Subordinated Secured Parties under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection AgreementsSubordinated Secured Obligation Documents; and (dvi) FourthSixth, the balance, if any, any surplus then remaining to the person lawfully entitled thereto (including the applicable Loan Party Borrower or its successors or assigns). In , or to the event that Person who may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (b) Upon the Discharge of Senior Secured Obligations, the Senior Collateral Agent, at the expense of the Borrower, shall deliver to the Subordinated Collateral Agent any such proceeds are insufficient Project Counterparty Collateral and Collateral Proceeds derived therefrom held by it in the same form as received, with any necessary endorsements, or as a court of competent jurisdiction may otherwise direct, to pay in full be applied by the items described in clauses (a) through Subordinated Collateral Agent to the Subordinated Secured Obligations. (c) So long as the Discharge of Senior Secured Obligations has not occurred, whether or not any Bankruptcy Event has been commenced by or against the Borrower or any other Grantor, any Collateral or proceeds thereof received by any Person in connection with the exercise of any right or remedy (including set-off) by any such Person relating to the Collateral in contravention of this Section 9.03Agreement shall be segregated and held in trust and forthwith paid over to the Senior Collateral Agent (for the benefit of the Senior Secured Parties) in the same form as received, the Loan Parties shall remain liable with any necessary endorsements or as a court of competent jurisdiction may otherwise direct. The Senior Collateral Agent is hereby authorized to make any such endorsements as agent for any deficiencyand all Senior Secured Parties. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior Secured Obligations. SUNTECH Initials & Date /s/ZS HOKU Initials & Date /s/DS 6/13/2007 APPENDIX 8 TO SUPPLY AGREEMENT [*] = 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 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

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

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

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

Application of Proceeds. The proceeds received by (i) In the Collateral Agent in respect event of any sale of, collection from loss or damage by fire or other realization upon all casualty, insurance proceeds relating to Inventory shall first reduce the then outstanding Revolving Loans and then any other Obligations (in the manner set forth in this Agreement) then outstanding. During the continuance of a Default or Event of Default, such insurance proceeds may be applied to the Obligations in such order as the Agent may elect. (ii) In the event any part of the Collateral pursuant Real Property or Equipment is damaged by fire or other casualty and the insurance proceeds for such damage or other casualty is less than or equal to $100,000, Agent shall promptly apply such insurance proceeds to reduce the then outstanding Revolving Loans and then any other Obligations (in the manner set forth in this Agreement) then outstanding. Upon the occurrence of a Default or Event of Default, such insurance proceeds may be applied to the exercise Obligations in such order as Agent may elect. (iii) Absent the occurrence of an Event of Default (which has not been waived in writing as required hereunder), and provided that (A) Borrowers have sufficient business interruption insurance to replace the lost profits of any facility of any Borrower and (B) the insurance proceeds received with respect to damage or other casualty incurred with respect to Real Property or Equipment are in excess of $100,000, Borrowers may elect (by delivering written notice to Agent) to replace, repair or restore such Real Property or Equipment to substantially the Collateral equivalent condition prior to such fire or other casualty as set forth herein. If Borrowers do not, or cannot, elect to use the insurance proceeds as set forth above, Agent may, subject to the rights of its remedies shall be appliedany holders of encumbrances permitted under Section 9.8 hereof which are senior to those of Agent and the Lenders, together with any apply such insurance proceeds to reduce the then outstanding Revolving Loans or other sums then held by Obligations (in the Collateral Agent pursuant to manner set forth in this Agreement); during the existence of an Event of Default, promptly by such insurance proceeds may be applied to the Collateral Obligations in such order as Agent as follows:may elect. (aiv) FirstIf Borrowers elect to use insurance proceeds for the repair, replacement or restoration of any Real Property and/or Equipment, and there is then no Event of Default (A) insurance proceeds for any loss in excess of $100,000 on Equipment and/or Real Property will be applied to the payment reduction of all reasonable costs the Loans and expenses(B) Agent may set up an Availability Reserve for an amount equal to such insurance proceeds. Such Availability Reserve will be reduced dollar-for-dollar upon receipt of non-cancelable executed purchase orders, feesdelivery receipts or contracts for the replacement, commissions repair or restoration of Equipment and/or the Real Property and taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent disbursements in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, . Prior to the payment commencement of all other reasonable costs any material restoration, repair or replacement of Real Property, Borrowers shall provide Agent with a restoration plan and expenses a total budget certified by an independent third party experienced in construction costing. If there are insufficient insurance proceeds to cover the cost of restoration as so determined, Borrowers shall be responsible for the amount of any such insufficiency, prior to the commencement of restoration and shall demonstrate evidence of such salebefore such Availability Reserve will be reduced. Completion of restoration shall be evidenced by a final, collection or other realization, including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms unqualified certification of the Interest Rate Protection Agreements; and (d) Fourth, the balancedesign architect employed, if any, to an unconditional "Certificate of Occupancy," if applicable, such other certification as may be required by law or if none of the person lawfully entitled thereto (including above is applicable, a written good faith determination of completion by Borrowers. Upon Agent's receipt of the applicable Loan Party or its successors or assigns). In the event that completion certificate(s) required hereunder, any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiencyremaining Availability Reserve established hereunder will be automatically released.

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

Application of Proceeds. The Subject to any Permitted Revolving Credit FacilityAcceptable Intercreditor Agreement, theat any time after the exercise of remedies hereunder or under any other Loan Document by any Agent (or after the Loans (or any portion thereof) or any other Obligations have automatically become due and payable in accordance with Section 8.01), any amounts received on account of the Obligations (including any proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon upon, all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies remediesor any payments or other distributions made in any insolvency or liquidation proceedings) shall be applied, in full or in part, together with any other sums then held by the Administrative Agent or Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or Collateral Agent as follows:follows (or, with respect to clauses (b) through (dg), in such other order as each of the Lenders may otherwise agree): (a) First, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes Taxes of such sale, collection or other realization, including compensation to the Collateral Agent and its agents and counsel, and all reasonable and documented expenses, liabilities and advances made or incurred by the Collateral Agent Agents in connection therewiththerewith and all amounts for which the Agents are entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable and documented costs and expenses of such sale, collection or other realization, including compensation to the other Secured Parties and their agents and counsel realization and all reasonable and documented costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, cash of (i) the Obligations consisting of accrued interest, principal premium and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), fees in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms respect of the Interest Rate Protection Agreements; andRevolving Facility payable to the Agents, the Lenders and any other Secured Parties and any breakage, termination or similar payments under agreements constituting Obligations(other than principal, Reimbursement Obligations and obligations to cash collateralize Letters of Credit); (d) Fourth, to the payment in full in cash of the principal amount of the Obligations;all amounts constituting unpaid principal of the Revolving Credit Loans and LC Exposure (including Reimbursement Obligations and obligations to cash collateralize that portion of the LC Exposure equal to 103% of the aggregate undrawn amount of all outstanding Letters of Credit at such time), in each case, provided by the Revolving Lenders, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth held by them; (e) Fifth, to the payment in full in cash of the Obligations consisting of accrued interest, premium and fees in respect of Term Loans payable to the Agents, the Lenders and any other Secured Parties (other than Obligations in respect of the Revolving Facility or any Letter of Credit); (f) Sixth, to the payment in full in cash of the principal amount of all other Obligations and Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements; (g) (e) FifthSeventh, to the payment in full in cash of all other amounts constituting Obligations, Guaranteed Obligations or Secured Obligations (as defined in the Security Agreement); and (h) (f) SixthEighth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cfg) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms of the Intercreditor Agreement and, if applicable, each Holdings Intercreditor Agreement, the proceeds received by any of the Collateral Agent Agents in respect of any sale of, collection from or other realization upon all or any part of the Collateral Collateral, whether pursuant to the exercise by the Collateral Agent of its remedies or otherwise (including any payments received with respect to adequate protection payments or other distributions relating to the Obligations during the pendency of any reorganization or proceeding under any Debtor Relief Law) after an Event of Default has occurred and is continuing or after the acceleration of the Obligations, shall be applied, in full or in part, together with any other sums then held by the Collateral Agent Agents or any Receiver pursuant to this Agreement, promptly by the Collateral Agent Agents or any Receiver as follows:: 1304976.12A-NYCSR02A - MSW (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent Agents or any Receiver and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent Agents or any Receiver in connection therewith, and all amounts for which the Agents or any Receiver are entitled to indemnification or reimbursement pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including any compensation payable to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations which are then due and owing (other than the principal) and any fees, premiums and scheduled periodic payments due under Hedging Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andrespect to such Obligations; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations and any premium thereon and any breakage, termination or other payments under Hedging Agreements constituting Secured Obligations and any interest accrued thereon and any remaining Secured Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cd) of this Section 9.038.03, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency. Notwithstanding the foregoing, Obligations arising under Hedging Agreements constituting Secured Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the applicable Secured Hedge Provider. Each Secured Hedge Provider not a party to the Credit Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have 1304976.12A-NYCSR02A - MSW acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article IX hereof for itself and its Affiliates as if a “Lender” party hereto.

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

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

Application of Proceeds. The Notwithstanding any other provision of this Agreement (including, without limitation, Section 2.11), in addition to any other rights, options and remedies Administrative Agent and Lenders have under the Transaction Documents, the UCC, at law or in Uniti – Bridge Loan and Security Agreement equity, all dividends, interest, rents, issues, profits, fees, revenues, income and other proceeds collected or received by the Collateral Agent in respect from collecting, holding, managing, renting, selling, or otherwise disposing of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the or any proceeds thereof upon exercise by the Collateral Agent of its remedies hereunder upon the occurrence and continuation of an Event of Default (or upon the acceleration of the Obligations) shall be appliedapplied in the following order of priority: (i) first, together with any to payment of that portion of the Obligations constituting fees, indemnities, expenses and other sums then held by amounts payable to the Collateral Administrative Agent pursuant to this Agreementin its capacity as such, promptly by the Collateral Agent as follows: (aii) Firstsecond, to the payment of all reasonable costs and expenses of such collection, storage, lease, holding, operation, management, sale, disposition or delivery and of conducting the Borrower’s business and of maintenance, repairs, replacements, alterations, additions and improvements of or to the Collateral, and to the payment of all sums which Administrative Agent 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 that Administrative Agent or Lenders may be required or authorized to make under any provision of this Agreement (including, without limitation, in each such case, legal expenses, feessearch, commissions audit, recording, professional and taxes of such sale, collection or other realization, including compensation to the Collateral Agent filing fees and its agents expenses and counsel, reasonable attorneys’ fees and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith) payable to third parties, together with including fees, expenses and indemnities to the Account Bank and Verification Agent; (iii) third, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders, ratably among them in proportion to the amounts described in this clause third payable to them; (iv) fourth, to payment of that portion of the Obligations constituting accrued and unpaid interest on each such amount at (including, but not limited to, post-petition interest), ratably among the highest rate then Lenders in effect under proportion to the respective amounts described in this Agreement from clause fourth payable to them, (v) fifth, to payment of that portion of the Obligations constituting unpaid principal of the Term Loans and after Secured Swap Obligations, ratably among the date such amount is dueLenders and Counterparties in proportion to the respective amounts described in this clause fifth held by them, owing or unpaid until paid in full; (bvi) Secondsixth, to the payment of all any surplus then remaining to Borrower, unless otherwise provided by Applicable Law or directed by a court of competent jurisdiction; (other reasonable costs and expenses than contingent indemnification Obligations in respect of such sale, collection which no claim has been asserted) or any of the other realization, including compensation items referred to in this Section (other than clause (vi) above to the extent the Obligations (other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties than contingent indemnification Obligations in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until respect of which no claim has been asserted) have been paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash). Notwithstanding the foregoing, pro rataSecured Swap Obligations shall be excluded from the application of payments described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Counterparty. Each Counterparty not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with Administrative Agent pursuant to the terms of the Interest Rate Protection Agreements; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable 9.2 for any deficiencyitself and its Affiliates as if a “Lender” party hereto.

Application of Proceeds. The proceeds After the exercise of remedies provided for in Section 10.02(a) (or after the Loans have automatically become immediately due and payable and the LC Exposure has automatically been required to be cash collateralized as set forth in Section 10.02(b)), any amounts received by the Agents on account of the Obligations shall be applied by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as followsfollowing order: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal, reimbursement obligations in respect of LC Disbursements and obligations to cash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under Hedging Agreements or Treasury Services Agreements constituting Secured Obligations arising under the Interest Rate Protection Agreements)and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations and any premium thereon (including reimbursement obligations in respect of LC Disbursements and obligations to cash collateralize Letters of Credit) and any breakage, termination or other payments under Hedging Agreements and Treasury Services Agreements constituting Secured Obligations and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) or as a court of this Section 9.03, the Loan Parties shall remain liable for any deficiencycompetent jurisdiction may direct.

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

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

Application of Proceeds. The (a) Except as otherwise provided herein, all proceeds received by the Collateral Agent in respect of any sale of, collection from from, or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be appliedCollateral, together with and any other sums then held payments received by the Collateral Agent pursuant to this Section 2.01 of the Guarantee and Collateral Agreement, promptly in each case after the occurrence and during the continuance of an Event of Default, may, in the discretion of the Collateral Agent, be held by the Collateral Agent as follows: Collateral for, and/or (athen or at any time thereafter) Firstapplied in full or in part by the Collateral Agent against, the Secured Obligations in the following order or priority: first, to the payment of all reasonable costs and expenses, fees, commissions and taxes expenses of such sale, collection or other realization, including reasonable compensation to the Collateral Agent and its agents and counsel, and all other expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith, together and all amounts for which the Collateral Agent is entitled to indemnification under such Security Documents and hereunder and all advances made by the Collateral Agent thereunder for the account of the applicable Loan Party, and to the payment of all costs and expenses paid or incurred by Collateral Agent in connection with interest on each the exercise of any right or remedy under such amount at Security Document or hereunder, all in accordance with the highest rate then in effect under this Agreement from and after terms hereof; second, to the date extent of any excess such amount is due, owing or unpaid until paid in full; (b) Secondproceeds, to the payment of all other reasonable costs Secured Obligations (excluding, in the case of L/C Exposure, such L/C Exposure that has been cash collateralized pursuant to Section 2.23(j)) for the ratable benefit of the holders or issuers thereof; and expenses third, to the extent of any excess such proceeds, to the payment to or upon the order of such saleLoan Party or Guarantor, collection as applicable, or other realization, including compensation to whosoever may be lawfully entitled to receive the other Secured Parties and their agents and counsel and all costs, liabilities and advances made same or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;as a court of competent jurisdiction may direct. (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) aboveEach Lender agrees that the priority set forth above is an agreement among them for value received that is independent of the Loan Parties, and that such agreement shall be enforceable as among them in a case under Debtor Relief Laws. Each Lender further agrees that all references above to the indefeasible payment in full in cash, pro rata, of (i) “interest, principal and other amounts constituting Obligations (other than the Obligations ” shall be deemed to include post-petition interest arising under the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; and (d) Fourth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) of this Section 9.03, the Loan Parties shall remain liable for any deficiencyDebtor Relief Laws.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as follows: (a) First, to the indefeasible payment in full in cash of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization (including reasonable compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the indefeasible payment in full in cash of all other reasonable costs and expenses of such sale, collection or other realization, realization (including reasonable compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the principal, Reimbursement Obligations arising under the Interest Rate Protection Agreements), and obligations to Cash Collateralize Letters of Credit) in each case equally and ratably in accordance with the respective amounts thereof then due and owing (it being agreed that, for purposes of applying this clause (c), all interest and (ii) the Obligations arising under the Interest Rate Protection Agreements all other amounts described herein will be deemed payable in accordance with the terms this Agreement regardless of the Interest Rate Protection Agreements; andwhether such claims are allowed in any proceeding described in Section 8.01(g) or (h)); (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations (including Reimbursement Obligations and obligations to Cash Collateralize Letters of Credit); (e) Fifth, to the indefeasible payment in full in cash of Secured Obligations of the type specified in clause (b) and clause (c) of the definition of Secured Obligations then due and owing, pro rata; (f) Sixth, to the indefeasible payment in full in cash of the remaining Secured Obligations then due and owing, pro rata; and (g) Seventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cf) of this Section 9.039.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

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

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

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all reasonable expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Credit Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties Creditors and their agents and counsel and all reasonable costs, liabilities and advances made or incurred by the other Secured Parties Creditors in connection therewith, in each case, equally and ratably in accordance with the respective amounts thereof then due and owing, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount of the Obligations; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party Obligor or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.0312, the Loan Parties Obligors shall remain liable liable, jointly and severally, for any deficiency.

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

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

Application of Proceeds. The proceeds received by from the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, after payment of the amounts payable pursuant to the first subclause of Section 3.4(a) of the Collateral Trust Agreement, in full or in part, together with any other sums then held by the Collateral Administrative Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Administrative Agent as follows:follows (subject to the terms of Section 3.4 of the Collateral Trust Agreement, which shall prevail in the event of an inconsistency): (a) First, to the indefeasible payment in full in cash of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization (including compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent in connection therewiththerewith and all amounts for which the Administrative Agent is entitled to indemnification pursuant to the provisions of any Loan Document), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the indefeasible payment in full in cash of all other reasonable costs and expenses of such sale, collection or other realization, realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal) in each case equally and ratably in accordance with the respective amounts thereof then due and owing (it being agreed that, for purposes of applying this clause (c), all interest and (ii) the Obligations arising under the Interest Rate Protection Agreements all other amounts described herein will be deemed payable in accordance with the terms this Agreement regardless of the Interest Rate Protection Agreements; andwhether such claims are allowed in any proceeding described in Section 8.01(g) or (h)); (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations; (e) Fifth, to the indefeasible payment in full in cash of Obligations of the type specified in clause (b) and clause (c) of the definition of Obligations then due and owing, pro rata; (f) Sixth, to the indefeasible payment in full in cash of the remaining Obligations then due and owing, pro rata; and (g) Seventh, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cf) of this Section 9.039.02, the Loan Parties Companies shall remain liable liable, jointly and severally, for any deficiency.

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

Application of Proceeds. The (a) Subject to the DIP Orders and any applicable chapter 11 plan, the proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, together with any other sums then held by the Collateral Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as follows: (ai) First, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes Taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent and its their sub-agents and counsel, counsel and all expenses, liabilities and advances made or incurred by the Administrative Agent, the Collateral Agent and their sub-agents and counsel in connection therewiththerewith and all amounts for which the Administrative Agent and the Collateral Agent are entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (bii) Second, to the payment of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (ciii) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full of the interest then due and payable in cash, respect of the New Money Loans (the amounts so applied to be distributed among the Lenders pro rata, of (i) interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), in each case equally and ratably rata in accordance with the respective amounts thereof then due of such New Money Loans owed to them on the date of any such distribution); (iv) Fourth, to the payment in full of principal of, and owing and Exit Premium relating to, the New Money Loans until paid in full, (ii) the Obligations arising under amounts so applied to be distributed among the Interest Rate Protection Agreements Lenders pro rata in accordance with the terms amounts of such New Money Loans owed to them on the date of any such distribution); (v) Fifth, to the payment in full of the Interest Rate Protection Agreementsinterest then due and payable in respect of the Roll-Up Loans (the amounts so applied to be distributed among the Lenders pro rata in accordance with the amounts of such Roll-Up Loans owed to them on the date of any such distribution); (vi) Sixth, to the payment in full of principal of the Roll-Up Loans until paid in full, (the amounts so applied to be distributed among the Lenders pro rata in accordance with the amounts of such Roll-Up Loans owed to them on the date of any such distribution); (vii) Seventh, to the payment in full of the other Secured Obligations (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the amounts of such other Secured Obligations owed to them on the date of any such distribution); and (dviii) FourthEighth, the balance, if any, after all Secured Obligations have been paid in full, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (c) the preceding sentences of this Section 9.039.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The proceeds received by the Administrative Agent or the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as applicable, of its remedies shall be applied, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent as follows: (a1) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realizationrealization including, including without limitation, compensation to the Administrative Agent or the Collateral Agent and its their agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b2) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realizationrealization including, including compensation to the other Secured Parties without limitation, costs and their agents and counsel expenses and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c3) Third, without duplication of amounts applied pursuant to clauses paragraphs (a1) and (b2) above, to the indefeasible payment in full in cash, pro rata, of (i) each Secured Party’s Default Allocation Percentage of interest, principal and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreementsexcluding any Hedging Obligation), equally and ratably in accordance with each case Secured Party’s Default Allocation Percentage of such amounts; (4) Fourth, to the indefeasible payment in full in cash, of interest, principal and other amounts constituting Hedging Obligations equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms owed to each of the Interest Rate Protection Agreementsapplicable counterparties; and (d5) FourthFifth, the balance, if any, to the person Person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns). In the event that any such proceeds are insufficient to pay in full the items described in clauses (a1) through (c4) of this Section 9.03, the Loan Parties shall remain liable for any deficiency.

Application of Proceeds. The proceeds received by the Collateral Agent in respect shall apply the proceeds of any collection or sale of, collection from or other realization upon all or any part of the Collateral, as well as any Collateral pursuant to the exercise by the Collateral Agent consisting of its remedies shall be appliedcash, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Collateral Agent as follows: (a) First: FIRST, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, including compensation to expenses incurred by the Collateral Agent (in its capacity as such hereunder or under any other Collateral Document) or by the Administrative Agent (in its capacity as such under the Credit Agreement or under any related loan documents) in connection with such collection or sale or otherwise in connection with this Agreement or such other Transaction Documents, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent or the Administrative Agent hereunder or under any other Transaction Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Transaction Document; SECOND, to the payment to the Secured Parties of all costs, expenses, liabilities and advances made or incurred by each of them under the Collateral Agent in connection therewithTransaction Documents to enforce its rights to collect payments for the Obligations owed to it, together with interest on each such amount at including all court costs and the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs fees and expenses of its agents and legal counsel, all advances made by a Secured Party under any other Transaction Document on behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy under any other Transaction Document, and if such saleproceeds are insufficient to repay such amounts in full, collection or other realization, including compensation ratably in proportion to the other Secured Parties and their agents and counsel and all amount of costs, expenses, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) aboveSecured Party; THIRD, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal and the other amounts constituting Obligations (other than the Obligations arising under amounts so applied to be distributed among the Interest Rate Protection Agreements), in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements Secured Parties pro rata in accordance with the terms of the Interest Rate Protection AgreementsCollateral Agent Agreement); and (d) Fourth, the balance, if anyand FOURTH, to the person lawfully entitled thereto (including the applicable Loan Party or its Grantors, their successors or assigns), or as a court of competent jurisdiction may otherwise direct. In The Collateral Agent shall have absolute discretion as to the event that time of application of any such proceeds are insufficient proceeds, monies or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to pay in full the items described in clauses (a) through (c) a power of this Section 9.03sale granted by statute or under a judicial proceeding), the Loan Parties receipt of the Collateral Agent or of the officer making the sale shall remain liable be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for any deficiencythe misapplication thereof.

Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this AgreementAgreement or any other Loan Document, promptly by the Collateral Agent as follows:follows (subject to the terms of the Intercreditor Agreement): (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewiththerewith and all amounts for which the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations (other than the Obligations arising under the Interest Rate Protection Agreements), principal and Hedging Obligations) in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the Obligations; (e) Fifth, to Hedging Obligations to the extent secured by Liens on the Collateral and constituting Obligations of the type described in clause (c) of the definition of Obligations; and (f) Sixth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (cf) of this Section 9.039.02, the Loan Parties shall remain liable liable, jointly and severally, for any deficiency.

Application of Proceeds. The Subject to the terms of any applicable Intercreditor Agreement, the proceeds received by the Administrative Agent or the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral or the Guarantees pursuant to the exercise by the Administrative Agent or the Collateral Agent Agent, as the case may be, in accordance with the terms of the Loan Documents, of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Agent pursuant to this Agreement, promptly by the Administrative Agent or the Collateral Agent Agent, as the case may be, as follows: (a) Firstfirst, to the payment of all reasonable and documented costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Administrative Agent, the Collateral Agent and its their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent or the Collateral Agent in connection therewiththerewith and all amounts for which the Administrative Agent or the Collateral Agent is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or and unpaid until paid in full; (b) Secondsecond, to the payment of all other reasonable and documented costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or and unpaid until paid in full; (c) Thirdthird, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Secured Obligations (other than the principal and any premium thereon, Reimbursement Obligations arising and obligations to cash collateralize Letters of Credit) and any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Cash Management Agreements and Hedging Agreements constituting Secured Obligations and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and owing; (iid) fourth, to the Obligations arising under the Interest Rate Protection Agreements payment in accordance with the terms full in cash, pro rata, of the Interest Rate Protection Agreementsprincipal amount of the Secured Obligations and any premium thereon (including Reimbursement Obligations and obligations to cash collateralize Letters of Credit) and any breakage, termination or other payments under Cash Management Agreements and Hedging Agreements constituting Secured Obligations and any interest accrued thereon; and (de) Fourthfifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Credit Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in the preceding sentences of this Section 8.02, the Credit Parties shall remain liable, jointly and severally, for any deficiency. For the avoidance of doubt, notwithstanding any other provision of any Loan Document, no amount received directly or indirectly from any Credit Party that is not a Qualified ECP Guarantor shall be applied directly or indirectly by the Administrative Agent or otherwise to the payment of any Excluded Swap Obligations, and Obligations arising under Secured Cash Management Agreements and Secured Hedging Agreements shall be excluded from the application described above in clauses (a) through (ce) of the first sentence of this Section 9.038.02 if the Administrative Agent has not received written notice thereof, together with such supporting documentation from the Loan Parties shall remain liable applicable Cash Management Bank or Hedge Bank, as the case may be, as may be reasonably necessary to determine the amount of the Obligations owed thereunder. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent and the Collateral Agent pursuant to the terms of Article IX hereof for any deficiencyitself and its Affiliates as if a “Lender” party hereto and be deemed to be (and agrees to be) subject to the provisions in Sections 10.09, 10.10, 10.12, 10.17 and 10.20 as a party hereto.

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

Application of Proceeds. The proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral pursuant to the exercise by the Collateral Administrative Agent of its remedies shall be applied, in full or in part, together with any other sums then held by the Collateral Administrative Agent pursuant to this Agreement, promptly by the Collateral Administrative Agent as follows: (a) First, to the payment of all reasonable costs and expenses, fees, commissions and taxes of such sale, collection or other realization, realization including compensation to the Collateral Administrative Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Administrative Agent or an Arranger in connection therewiththerewith and all amounts for which the Administrative Agent or such Arranger is entitled to indemnification pursuant to the provisions of any Loan Document, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (b) Second, to the payment of all other reasonable costs and expenses of such sale, collection or other realization, realization including compensation to the other Secured Parties Lenders and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties Lenders in 102 connection therewith, together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full; (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of (i) interest, principal interest and other amounts constituting Obligations obligations hereunder (other than the Obligations arising principal and reimbursement obligations hereunder) and any fees, premiums and scheduled periodic payments due under the Interest Rate Protection Agreements)Secured Hedging Agreements and any interest accrued thereon, in each case equally and ratably in accordance with the respective amounts thereof then due and owing and (ii) the Obligations arising under the Interest Rate Protection Agreements in accordance with the terms of the Interest Rate Protection Agreements; andowing; (d) Fourth, to the indefeasible payment in full in cash, pro rata, of the principal amount of the obligations hereunder (including reimbursement obligations) and any breakage, termination or other payments under Secured Hedging Agreements and any interest accrued thereon; and (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Borrower Party or its successors or assigns)) or as a court of competent jurisdiction may direct. In the event that any such proceeds are insufficient to pay in full the items described in clauses (a) through (ce) of this Section 9.037.02, the Loan Borrower Parties shall remain liable liable, jointly and severally, for any deficiency. Each Borrower Party acknowledges the relative rights, priorities and agreements of the Administrative Agent, the Arrangers, the Lenders and counterparties to Secured Hedging Agreements, as set forth in this Agreement, including as set forth in this Section 7.02. Notwithstanding the foregoing, amounts received from any Borrower Party that is not an Eligible Contract Participant shall not be applied to any Excluded Swap Obligations owing to Secured Parties that are providers of Secured Hedging Agreements (it being understood, that in the event that any amount is applied to Secured Obligations other than Excluded Swap Obligations as a result of this clause, the Administrative Agent shall make such adjustments as it determines are appropriate to distributions pursuant to clauses third and fourth above from amounts received from Eligible Contract Participants to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Indebtedness described in clauses third and fourth above by Secured Parties that are providers of Secured Hedging Agreement that are the holders of any Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Indebtedness pursuant to clauses third and fourth above).

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