Common use of Application and Allocation of Payments Clause in Contracts

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So As long as no Default or Event of Default has shall have occurred and is be continuing, all payments shall be applied in the following order: (i) payments consisting to pay the Lender’s fees and expenses (including late fees and costs of proceeds collection and amounts expended in connection with the sale or administration of Accounts received in the ordinary course of business shall be appliedCollateral and protective advances pursuant to this Agreement or the other Loan Documents), first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject then to the provisions of Section 1.3(a); accrued but unpaid interest and (iii) mandatory prepayments shall be applied as set forth in Section 1.3then to reduction of the outstanding principal balance of the Loan. As to any other payment, and as to all payments made when a Default or an Event of Default has shall have occurred and is continuing or following be continuing, the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such the Borrower, and each the Borrower hereby irrevocably agrees that Agent the Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations in such order and manner as Agent the Lender may deem advisable notwithstanding any previous entry by Agent the Lender in the Loan Account any books or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent The Lender is authorized to, and at its Lender’s sole election may, charge to the Revolving Loan balance on behalf of each the Borrower and cause to be paid (W) all Feesfees, expenses, Chargescharges, costs (including insurance premiums in accordance with Section 5.4(a)7.2) and interest and principalinterest, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers the Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail the Borrower fails to promptly pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and to exceed the Swing Line Loan Amount, (X) any Indebtedness of any Borrower Loan Party which is in default, is past due or the non-payment of which would allow the holder of such Indebtedness to exceed retain, seize or foreclose on the obligor’s or any other Loan Party’s cash or other assets, (Y) any Indebtedness as to which the holder has become entitled to retain or apply excess cash flow otherwise to be made available to the Borrower, Holdings or their respective Subsidiaries or Affiliates, whether due to a failure to satisfy a financial covenant or test or otherwise, and (Z) any other obligation or Indebtedness of any Loan Party pursuant to which any Loan Party has received a notice of default and is not contesting such Borrower’s separate Borrowing Base after giving effect default in good faith and with reasonable diligence or as to such chargeswhich the creditor has obtained a judgment. At Agentthe Lender’s option and to the extent permitted by law, any charges advances so made shall constitute part of the Revolving Loan hereunder, and shall bear interest at the Default Rate plus 4.00% per annum (the “Protective Advance Default Rate”). (c) The Lender is authorized to, and at Lender’s election may, charge any Deposit Account account or deposit account maintained by Borrower for any payments of principal or interest when due.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of set forth in Section 1.3(a); 1.2(a) and (iiiii) mandatory prepayments shall be applied as set forth in Sections 1.2(c) and 1.2(d). All payments and prepayments applied to the Revolving Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share (subject to Section 1.39.9(c)). As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each the Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such the Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In all circumstances, after acceleration or maturity of the absence Obligations, all payments and proceeds of a specific determination by Agent with respect thereto, payments from any Borrower Collateral shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullaccordance with Section 8.2(c). (b) Agent is authorized toauthorized, and at its sole election maythe direction of Requisite Lenders, to charge to the Revolving Loan balance on behalf of each the Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers the Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail the Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesthe Maximum Amount. At Agent’s option and to To the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business regularly scheduled payments then due shall be appliedapplied to those scheduled payments, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a2.3(a); , and (iii) mandatory prepayments shall be applied as set forth in Section 1.32.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each . All voluntary prepayments shall be applied as directed by Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsRepresentative. In all circumstances after an Event of Default, subject to the absence ABL Intercreditor Agreement, all payments and proceeds of a specific determination by Agent with respect thereto, payments from any Borrower Collateral shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable expenses then due hereunder and payable to Agent pursuant all obligations owing to Agent, any of Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; fourth(5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such Loan and the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, ; (6) to provide cash collateral therefor in the manner set forth in Annex Bpayment of the Bank Products Obligations then due and payable; and last (7) to all other Obligations not described in clauses first through seventhObligations, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 12.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including including, insurance premiums in accordance with Section 5.4(a6.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by such Borrowers under this Agreement or any of the other Loan Documents Documents, if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate the Borrowing Base after giving effect to such chargescharges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.31.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its applicable Pro Rata Share, except as otherwise provided in Section 1.3(a) and Section 1.3(b) if a Term Lender declines a partial prepayment of the Term Loan. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, Borrower and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent unless expressly stated otherwise in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect theretothis Agreement, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loans, ratably in proportion to the interest accrued as to each Loan; fourth, (3) to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable payments on the Revolving Credit Advances; sixthLoans, ratably in proportion to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex Beach Loan; and last (4) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations and in repayment of the Revolving Credit Loan, Letter of Credit Obligations and other Obligations as Agent may deem advisable notwithstanding any previous entry by Agent advisable. Notwithstanding the foregoing, in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect theretothereto or if an Event of Default shall have occurred and be continuing, payments from any Borrower the same shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses (a) the principal of any Revolving Credit Advances made by Agent under Section 1.13(a); (b) then due and payable Fees, expenses and other Obligations owing to Agent pursuant to any of the Loan DocumentsAgent; second, to Fees and any other fees and reimbursable expenses of Lenders (c) then due and payable to Lenders pursuant to any Fees and expenses of the Loan DocumentsLenders; third, to interest (d) then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable payments on the Revolving Credit AdvancesLoan in accordance with Section 1.13(d); sixth(e) other than the principal described in clause (a) above, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in fullLoan; seventh, (f) to provide cash collateral for any Letter of Credit Obligations, to provide cash collateral therefor Obligations in the manner set forth in Annex BF, (g) Obligations to Lenders other than Fees, expenses and interest and principal payments; and last (h) to all the extent there are no other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any and payable, to Borrower shall share (i) or its successors or assigns or as a court of competent jurisdiction may direct. Agent on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter behalf of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent Lenders is authorized to, and at its sole election option may, charge make or cause to the be made Revolving Loan balance Credit Advances by Lenders on behalf of each Borrower and cause to be paid for payment of all Fees, expenses, Chargescharges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and costs, principal, interest or other than principal of the Revolving Credit Advances, Obligations then due and owing payable by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly (including any such amounts as and when duepayments made by Agent under Section 5.5(a) or any costs or expenses payable by Borrower under Section 11.2), even if the amount conditions precedent in Section 2.2 have not been satisfied with respect to such Revolving Credit Advance, including if the making of such charges would exceed Borrowing Availability at such time or would cause Revolving Credit Advances causes the aggregate outstanding balance of the Revolving Credit Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate the Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunderAvailability.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, in the case of receipt by or on behalf of any Borrower, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments (other than mandatory prepayments) matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of set forth in Section 1.3(a)) hereof; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.11(b) and 1.11(c) hereof. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments received from or on behalf of such BorrowerBorrowers, and each Borrower Borrowers hereby irrevocably agrees agree that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s expenses reimbursable hereunder and to all obligations owing to Agent, the Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans and unpaid Swap Related Reimbursement Obligations, ratably in proportion to the interest accrued as to each Loan and unpaid Swap Related Reimbursement Obligation, as applicable; (5) to principal payments on the other Loans and unpaid Swap Related Reimbursement Obligations and other unpaid Obligations under Hedge Agreements permitted under Section 6.3(a)(viii) and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans, unpaid Swap Related Reimbursement Obligations and outstanding Letter of Credit Obligations; and (6) to all other Obligations including expenses of Lenders to the extent reimbursable under Section 11.3. (b) Any prepayments made by any Borrower pursuant to Section 1.3(b)(ii) and any prepayments made by any Borrower from insurance or condemnation proceeds in accordance with Section 5.4(c) and the Mortgage(s) shall be applied as follows: (i) proceeds from the sale of Inventory and Accounts and insurance proceeds from casualties or losses to cash or Inventory shall be applied, first, to the Swing Line Loans; and second, to the Revolving Credit Advances, and (ii) all other proceeds and any proceeds from the sale of Inventory and Accounts or from casualties or losses to cash or Inventory remaining after application to the Swing Line Loans and the Revolving Credit Advances shall be applied, first, to Fees and reimbursable expenses of Agent then due and payable to Agent pursuant to any of the Loan Documents; secondDocuments and to all obligations owing to Agent, to Fees and the Swing Line Lender, any L/C Issuer or any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to Lender by any of Non-Funding Lender under the Loan Documents; thirdsecond, to interest then due and payable on the Term Loan B; third, to prepay the principal installments of the Term Loan B on a pro rata basis; fourth, to interest then due and payable on Borrowers’ Swing Line Loan; fourthfifth, to the principal balance of the Swing Line Loan outstanding until the same has been repaid in full; fifthsixth, to interest then due and payable on the Revolving Credit Advances; sixthseventh, to the outstanding principal balance of the Revolving Credit Advances outstanding until the same has have been paid in full; seventheighth, to any Letter of Credit Obligations, Obligations of Borrower to provide cash collateral therefor in the manner set forth in Annex B; and last ninth, to all other Obligations not described in clauses first through seventh, pro rata to the Agent then due and Lenderspayable. Notwithstanding the foregoing, ifif an Event of Default has occurred and is continuing, at the time of any application of any such payment the Commitment Termination Date has occurredprepayments shall be applied as set forth in Section 1.11(a). (c) Any prepayments made by ▇▇▇▇▇▇, amounts Inc. pursuant to Sections 1.3(b)(iii) or (b)(iv) shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents and to all obligations owing to Agent, the Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under Hedging Agreements from any Borrower shall share (i) the Loan Documents; second, pro rata to interest then due and payable on the Term Loan B; third, to prepay the principal installments of the Term Loan B on a pro rata basis basis; fourth, to interest then due and payable on Borrowers’ Swing Line Loan; fifth, to the principal balance of the Swing Line Loan outstanding until the same has been repaid in applications referred full; sixth, to in clauses sixth interest then due and payable on Revolving Credit Advances; seventh, until all to the principal balance of Revolving Credit Advances outstanding until the same have been paid in full; eighth, all to any Letter of Credit Obligations have been fully of Borrower to provide cash collateralized collateral therefor in the manner set forth in Annex B and B; ninth, to all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, Obligations then due and owing by Borrowers under this Agreement or any payable. Notwithstanding the foregoing, if an Event of the other Loan Documents if Default has occurred and to the extent Borrowers fail to pay promptly is continuing, any such amounts prepayments shall be applied as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunderset forth in Section 1.11(a).

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.31.3(d) or 1.3(e), as applicable. All payments and prepayments applied to the Revolving Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to (x) any other payment, and as to (y) all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination DateDate and (z) all proceeds of Collateral, each Borrower hereby irrevocably waives the right to direct the application of any and all such payments received from or on behalf of such BorrowerBorrower and proceeds of Collateral, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence proceeds of a specific determination by Agent with respect thereto, payments from any Borrower Collateral shall be applied to amounts then due and payable in the following order, subject to the terms of the Collateral Documents: first, (1) to Fees and reimbursable expenses then due and payable to of Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth, (3) to the principal balance of payments on the Swing Line Loan until the same has been repaid in fullLoan; fifth, (4) to interest then due and payable on the Revolving Credit AdvancesLoan; sixth, (5) to the outstanding principal balance of payments on the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, Loan and to provide cash collateral therefor for Letter of Credit Obligations in the manner set forth described in Annex B; and last (6) to all other Obligations not described in clauses first through seventhowing by the Credit Parties, pro rata including expenses of Lenders to the Agent extent reimbursable under Section 11.3; and Lenders. Notwithstanding (7) to amounts owing in respect of Bank Product and Hedging Obligations; provided, that any payment by a U.K. Credit Party shall be applied only to the foregoing, if, at Secured Obligations of the time U.K. Credit Parties according to the preceding order of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullpriority. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the Dollar Equivalent of the amount of such charges would exceed the applicable Borrowing Availability at such time or would time; provided, such action shall not cause the aggregate balance Dollar Equivalent of the aggregate Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesthe Maximum Amount. At Agent’s option and to the extent permitted by law, any charges so made shall constitute a Revolving Credit Advance made in the applicable currency and part of the Revolving Loan hereunder. (c) Notwithstanding any contrary provision herein, if, at the time of the receipt of any prepayment or payment on the Obligations, (i) any Non-Sterling Lender shall have failed to make available to the Fronting Lender any amount required pursuant to Section 9.9(e)(i) upon demand therefor by the Fronting Lender and (ii) the Borrowers shall have failed to repay, pursuant to Section 9.9(e)(ii), the outstanding principal amount of the portion of the Revolving Loan or Letter of Credit Obligation then outstanding to the Fronting Lender in which such Non-Sterling Lender was required to purchase a participation interest, then such prepayment or payment shall be applied first to the portion of the Revolving Loan or Letter of Credit Obligations then outstanding to the Fronting Lender in which such Non-Sterling Lender was required to purchase such participation interest, until the same (together with any interest due and payable thereon) shall have been paid in full.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by The Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of such the Borrower, and each the Borrower hereby irrevocably agrees that the Agent and the Lenders shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations and in repayment of the Revolving Credit Advances as Agent the Lenders may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsadvisable. In the absence of a specific determination by the Agent with respect theretothereto or unless otherwise expressly provided herein, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (a) to Fees and reimbursable expenses then due and payable Fees, expenses and other Obligations (including Revolving Credit Advances made by the Agent in its capacity as the Agent) owing by the Borrower to Agent pursuant the Agent; (b) to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable interest payments on the Swing Line Loan owing by the Borrower; (c) to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable principal payments on the Swing Line LoanLoan owing by the Borrower; fourth, (d) to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable interest payments on the Revolving Credit Advances; sixthLoan (to include the Letter of Credit Fees), ratably in proportion to the outstanding interest accrued as to the Revolving Credit Loan; (e) to then due and payable principal payments on the Revolving Credit Loan owing by the Borrower and to provide for cash collateral for Letter of Credit Obligations in the manner described in Annex J, ratably to the aggregate, combined principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any and outstanding Letter of Credit Obligations; and (f) to any other Obligations to the Lenders owing by the Borrower; provided that if an Event of Default shall occur and be continuing or after the acceleration of the Obligations (by operation of law or otherwise), such payments shall be applied to provide cash collateral therefor the Obligations in the manner set forth in Annex B; and last to all other Obligations not order described in clauses first through seventhSection 8.4. Except as otherwise provided in this Agreement, pro rata to if after making all of the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications payments referred to in clauses sixth the immediately preceding sentence, there shall remain with the Agent any excess monies received from or on behalf of the Borrower, the Agent shall promptly return same to the Borrower by depositing such amount into a Disbursement Account of the Borrower (or as required by law); provided that if at such time there shall exist an Event of Default (and seventhfor so long as an Event of Default is continuing), until all Revolving Credit Advances have been paid in fullthe Agent may retain such excess monies as cash collateral for any outstanding Obligations. The Agent, all Letter on behalf of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent Lenders, is authorized to, and at its sole election option may, charge make or cause to be made Revolving Credit Advances by the Revolving Loan balance Lenders on behalf of each the Borrower and cause to be paid for payment of any or all Fees, expenses, Chargescharges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and costs, principal, interest, or other than principal of the Revolving Credit Advances, Obligations then due and owing payable by Borrowers the Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when dueDocuments, even if the amount making of such charges would exceed Borrowing Availability at such time or would cause Revolving Credit Advance causes the aggregate outstanding balance of the Revolving Credit Loan and to exceed the Swing Line Loan Borrowing Availability, in which case the terms of Section 1.2(b) shall apply. In addition, if Borrower establishes a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any Borrower check or other item of payment drawn on such account at a time when there are insufficient funds to exceed cover it shall be deemed to be a request for Revolving Credit Advances (which shall be Base Rate Loans) on the date of such Borrower’s separate Borrowing Base after giving effect to presentation, in the amount of the check and items presented for payment. The proceeds of such charges. At Agent’s option and Revolver Credit Advances may be disbursed directly to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereundercontrolled disbursement account or other appropriate account.

Application and Allocation of Payments. (a) So long as no Event (a) After the exercise of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received remedies provided for in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower RepresentativeSection 9.2, subject to any Applicable Intercreditor Agreement then in effect, the provisions of Section 1.3(a); and (iii) mandatory prepayments Administrative Agent shall be applied as set forth in Section 1.3. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of apply any and all payments received from or on behalf by Administrative Agent in respect of such Borrowerthe Obligations, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry proceeds of Collateral received by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect theretoAdministrative Agent, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, to Fees all fees, costs, indemnities, and reimbursable expenses then due and payable to Administrative Agent pursuant to any of under the Loan Documents; second, to Fees all fees, costs, indemnities, and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of Lender (including Swingline Lender) or L/C Issuer under the Loan DocumentsDocuments ratably among them in proportion to the amounts described in this clause second payable to them; third, to accrued and unpaid interest then due and payable under this Agreement (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts) ratably among the Swing Line LoanLenders in proportion to the amounts described in this clause third payable to them; fourth, to the all unpaid principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest Loans then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligationsowing, to provide cash collateral therefor in accordance herewith to secure any then outstanding Letter of Credit Obligations and to all Obligations due to any Eligible Counterparty ratably among the manner set forth Secured Parties in Annex Bproportion to the amounts described in this clause fourth payable to them; and last fifth, to all other outstanding Obligations not described in clauses first through seventh, pro rata ratably based upon the respective aggregate amounts of all such owing to the Administrative Agent and Lenders. Notwithstanding the foregoingother Secured Parties on such date; and sixth, ifthe balance, at if any, after all of the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances Obligations have been paid in full, all Letter subject to any Applicable Intercreditor Agreement, to the Borrower or as otherwise required by Law; provided, however, that in no event shall payments by a Guarantor or proceeds of Credit Collateral of a Guarantor be applied to Excluded Rate Contract Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullGuarantor. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.31.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth, (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and any Obligations under any Secured Rate Contract and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due other Loans and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (6) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts or Inventory received in the ordinary course of business shall be applied, in the case of receipt by or on behalf of any US Borrower, first, to the US Swing Line Loan and, second, to the US Revolving Loan, and, in the case of receipt by or on behalf of any Canadian Borrower, first to the Canadian Swing Line Advances and, second, to the Canadian Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower RepresentativeBorrower, subject to the provisions of Section 1.3(a); and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(b), (c), (d) and (f). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each US Lender as determined by its Pro Rata Share thereof and held by each Canadian Lender as determined by its Pro Rata Share thereof. As to any other payment, and as to all payments made when an a Default or Event of or Default has occurred and is continuing or following the Commitment Termination Date, each Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments received from or on behalf of such BorrowerBorrowers, and each Borrower Borrowers hereby irrevocably agrees agree that Agent shall have the continuing exclusive right to apply any and all such payments against in respect of the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agents’ expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth, (3) to the principal balance of payments on the Swing Line Loan until the same has been repaid in fullLoan; fifth, (4) to interest then due and payable on the Revolving Credit AdvancesLoan; sixth, (5) to the outstanding principal balance of payments on the Revolving Credit Advances until the same has been paid in fullLoan; seventh, to any Letter of Credit Obligations, (6) to provide cash collateral therefor for Letter of Credit Obligations in the manner set forth described in Annex B; B and last (7) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoingextent reimbursable under Section 11.3; provided, ifhowever, at the time of any application of that in no event shall any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from payments applicable to a Canadian Borrower or other Canadian Credit Party be applied to any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullUS Obligations. (b) The Applicable Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower Borrowers under the applicable Facilities and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan under the applicable Facilities, due and owing by Borrowers the applicable Borrower under this Agreement or any of the other Loan Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At the Applicable Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunderunder the applicable Facilities hereunder to which such charges relate.

Application and Allocation of Payments. (a) So long as no Event of Default under Section 8.1(a) has occurred -------------- and is continuing, (i) payments consisting of proceeds of Accounts or other Collateral received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower RepresentativeBorrower, subject to the provisions of Section 1.3(a); and (iiiiv) mandatory -------------- prepayments shall be applied as set forth in Section 1.3Sections 1.3(c) and 1.3(d). All -------------------------- payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made received at a time when an Event of Default under Section ------- 8.1 (a) has occurred and is continuing or following the Commitment Termination ------ Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments shall be applied against the Obligations as Agent may deem advisable set forth below notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination to the contrary by Agent with respect theretoall Lenders, such payments from any Borrower shall be applied to amounts then due and payable in the following order: first, : (1) to Fees and Agent's expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth(3) to principal payments on the Swing Line Loan; (4) to interest on the Revolving Loan and Term Loan, ratably in proportion to the interest accrued as to each such Loan; (5) to principal payments on the Revolving Loan and Term Loan (to scheduled installments in inverse order of maturity) and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ------- ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due such Loans and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (6) to all other Obligations not described in clauses first through seventhObligations, pro rata including expenses of Lenders to the Agent and Lendersextent reimbursable under Section 11.3. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full.------------ (b) Agent is authorized to, and at may in its sole election maydiscretion, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the --------------- Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesAvailability. At Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(c) and 1.3(d), as applicable. All payments and prepayments of the Term Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Maturity Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s expenses reimbursable expenses then due hereunder; (2) to interest on the Term Loan; (3) to principal payments on the Term Loan; and payable (4) to Agent pursuant to any of the Loan Documents; secondall other Obligations, to Fees and any other fees and reimbursable including expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Term Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)5.4) and interest and principal, other than principal of the Revolving Credit AdvancesTerm Loan, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Term Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.31.3(d) or 1.3(e), as applicable. All payments and prepayments applied to the Revolving Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to (x) any other payment, and as to (y) all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination DateDate and (z) all proceeds of Collateral, each Borrower hereby irrevocably waives the right to direct the application of any and all such payments received from or on behalf of such BorrowerBorrower and proceeds of Collateral, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and Ratable Share of all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence proceeds of a specific determination by Agent with respect thereto, payments from any Borrower Collateral shall be applied to amounts then due and payable in the following order, subject to the terms of the Collateral Documents: first, (1) to Fees and reimbursable expenses then due and payable to Agent pursuant to any of the Loan DocumentsAgents hereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth, (3) to the principal balance of payments on the Swing Line Loan until the same has been repaid in fullLoan; fifth, (4) to interest then due and payable on the Revolving Credit AdvancesLoan; sixth, (5) to the outstanding principal balance of payments on the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, Loan and to provide cash collateral therefor for Letter of Credit Obligations in the manner set forth described in Annex B; and last (6) to all other Obligations not described in clauses first through seventhowing by the Credit Parties, pro rata including expenses of Lenders to the Agent extent reimbursable under Section 11.3; and Lenders. Notwithstanding (7) to amounts owing in respect of Bank Product and Hedging Obligations; provided that, notwithstanding the foregoing, if(x) with respect to any Guarantor, at the time no proceeds of any application guarantee made by such Guarantor and no proceeds of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations Collateral of such Borrower under its Guarantor shall be applied to any Excluded Hedging Agreements have been paid in fullObligations of such Guarantor and (y) any payment by a Foreign Credit Party shall be applied only to the Obligations and Bank Product and Hedging Obligations of the Foreign Credit Parties according to the preceding order of priority. (b) Each Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the Dollar Equivalent of the amount of such charges would exceed the applicable Borrowing Availability at such time or would time; provided, such action shall not cause the aggregate balance Dollar Equivalent of the aggregate Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesthe Maximum Amount. At any Agent’s option and to the extent permitted by law, any charges so made shall constitute a Revolving Credit Advance made in the applicable currency and part of the Revolving Loan hereunder. (c) Notwithstanding any contrary provision herein, if, at the time of the receipt of any prepayment or payment on the Obligations, (i) any Non-Foreign Currency Lender shall have failed to make available to the Fronting Lender any amount required pursuant to Section 9.9(e)(i) upon demand therefor by the Fronting Lender and (ii) the Borrowers shall have failed to repay, pursuant to Section 9.9(e)(iv), the outstanding principal amount of the portion of the Revolving Loan or Letter of Credit Obligation then outstanding to the Fronting Lender in which such Non-Foreign Currency Lender was required to purchase a participation interest, then such prepayment or payment shall be applied first to the portion of the Revolving Loan or Letter of Credit Obligations then outstanding to the Fronting Lender in which such Non-Foreign Currency Lender was required to purchase such participation interest, until the same (together with any interest due and payable thereon) shall have been paid in full.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.31.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share; provided that any such payments received shall be applied first to repay Loans outstanding as Index Rate Loans and then to Loans outstanding as LIBOR Rate Loans, with those LIBOR Rate Loans having earlier expiring LIBOR Periods being repaid prior to those with later expiring LIBOR Periods. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower proceeds of Collateral following the exercise of remedies shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent's expenses reimbursable expenses then due and payable hereunder; (2) to Agent pursuant interest on the Loans, ratably in proportion to any of the Loan Documentsinterest accrued as to each Loan; second, (3) to Fees principal payments on the other Loans and any other fees Obligations under any Secured Rate Contract and reimbursable expenses to provide cash collateral for Letter of Lenders then due and payable to Lenders pursuant to any of Credit Obligations in the Loan Documents; thirdmanner described in Annex B, to interest then due and payable on the Swing Line Loan; fourth, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifthother Loans, to interest then due Obligations under any Secured Rate Contracts and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (4) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to pay promptly any such amounts as and when duedue (and, in the case of any expenses, Charges, and costs, following the presentment of an invoice therefor), even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business regularly scheduled payments then due shall be appliedapplied to those scheduled payments, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a2.3(a); , and (iii) mandatory prepayments shall be applied as set forth in Section 1.3Sections 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each . All voluntary prepayments shall be applied as directed by Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsRepresentative. In the absence all circumstances after an Event of a specific determination by Agent with respect theretoDefault, all payments from any Borrower and proceeds of Collateral shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable expenses then due hereunder and payable to Agent pursuant all obligations owing to Agent, any of Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; fourth(5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of each Loan and the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, ; (6) to provide cash collateral therefor in the manner set forth in Annex Bpayment of the Bank Products Obligations then due and payable; and last (7) to all other Obligations not described in clauses first through seventhObligations, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 12.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including including, insurance premiums in accordance with Section 5.4(a6.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by such Borrowers under this Agreement or any of the other Loan Documents Documents, if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate the Borrowing Base after giving effect to such chargescharges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that the Agent shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations as the Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsadvisable. In the absence of a specific determination by the Agent with respect thereto, payments from any Borrower the same shall be applied to amounts then due and payable the Obligations in the following order: first, to Fees and reimbursable expenses (i) then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders the Agent's expenses; (ii) then due and payable interest payments on the Loans, ratably in proportion to Lenders pursuant to any of the Loan Documentsinterest accrued on each Loan; third(iii) Obligations other than Fees, to the Agent's expenses and interest and principal payments; and (iv) then due and payable principal payments on the Swing Line Loan; fourthObligations, ratably in proportion to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifththereof (and such amount shall be applied, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventhfirst, to any Letter of Credit Obligations, to provide cash collateral therefor such Obligations then bearing interest at the Floating Rate then in the manner set forth in Annex B; effect and last to all other Obligations not described in clauses first through seventh, pro rata then to the Agent Obligations then bearing interest at any Fixed Rate then in effect and Lendersthe payments to be applied to the latter Obligations shall be applied to those having the shortest Interest Periods first). Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) The Agent is authorized to, and at its sole election option and to the extent permitted by law, the Agent may, charge to the Revolving Loan balance on behalf of each Borrower and make or cause to be paid made Revolving Credit Loans by the Lenders (according to their Pro Rata Shares) to Borrower for payment of all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principalcosts, interest, or other than principal of the Revolving Credit Advances, due and Obligations owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts Obligations are not paid as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations and in repayment of the Revolving Credit Loan, Letter of Credit Obligations and other Obligations as Agent may deem advisable notwithstanding any previous entry by Agent advisable. Notwithstanding the foregoing, in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect theretothereto or if an Event of Default shall have occurred and be continuing, payments from any Borrower the same shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses (a) the principal of any Revolving Credit Advances made by Agent under SECTION 1.13(a); (b) then due and payable Fees, expenses and other Obligations owing to Agent pursuant to any of the Loan DocumentsAgent; second, to Fees and any other fees and reimbursable expenses of Lenders (c) then due and payable to Lenders pursuant to any Fees and expenses of the Loan DocumentsLenders; third, to interest (d) then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable payments on the Revolving Credit AdvancesLoan in accordance with SECTION 1.13(d); sixth(e) Obligations to Lenders other than Fees, to the outstanding expenses and interest and principal balance payments; (f) principal of the Revolving Credit Advances until Loan; and (g) to the same has been paid in full; seventhextent there are no other Obligations then due and payable, to any Letter Borrower or its successors or assigns or as a court of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the competent jurisdiction may direct. Agent and Lenders. Notwithstanding the foregoing, if, at the time on behalf of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent Lenders is authorized to, and at its sole election option may, charge make or cause to the be made Revolving Loan balance Credit Advances by Lenders on behalf of each Borrower and cause to be paid for payment of all Fees, expenses, Chargescharges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and costs, principal, interest or other than principal of the Revolving Credit Advances, Obligations then due and owing payable by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly (including any such amounts as and when duepayments made by Agent under SECTION 5.5(a) or any costs or expenses payable by Borrower under SECTION 11.2), even if the amount conditions precedent in SECTION 2.2 have not been satisfied with respect to such Revolving Credit Advance, including if the making of such charges would exceed Borrowing Availability at such time or would cause Revolving Credit Advances causes the aggregate outstanding balance of the Revolving Credit Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate the Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunderAvailability.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); 2.6(d) and (iii) mandatory prepayments shall be applied as set forth in Section 1.32.6(e). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower Borrowers hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such any Borrower, and each Borrower Borrowers hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsadvisable. In all circumstances, after acceleration or maturity of the absence Obligations, all payments and proceeds of a specific determination by Agent with respect thereto, payments from any Borrower Collateral shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loans, ratably in proportion to the interest accrued as to each Loan; fourth(3) to principal payments on the Loans, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due Loans and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (4) to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time including expenses of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and Lenders to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan reimbursable hereunder.

Application and Allocation of Payments. (a) So long as no Event After the exercise of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received remedies provided for in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower RepresentativeSection 9.2, subject to any Applicable Intercreditor Agreement then in effect, the provisions of Section 1.3(a); and (iii) mandatory prepayments Administrative Agent shall be applied as set forth in Section 1.3. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of apply any and all payments received from or on behalf by Administrative Agent in respect of such Borrowerthe Obligations, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry proceeds of Collateral received by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect theretoAdministrative Agent, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, to Fees all fees, costs, indemnities, and reimbursable expenses then due and payable to Administrative Agent pursuant to any of under the Loan Documents; second, to Fees all fees, costs, indemnities, and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of Lender (including Swingline Lender) or L/C Issuer under the Loan DocumentsDocuments ratably among them in proportion to the amounts described in this clause second payable to them; third, to accrued and unpaid interest then due and payable under this Agreement (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts) ratably among the Swing Line LoanLenders in proportion to the amounts described in this clause third payable to them; fourth, to the all unpaid principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest Loans then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligationsowing, to provide cash collateral therefor in accordance herewith to secure any then outstanding Letter of Credit Obligations and to all Obligations due to any Eligible Counterparty ratably among the manner set forth Secured Parties in Annex Bproportion to the amounts described in this clause fourth payable to them; and last fifth, to all other outstanding Obligations not described in clauses first through seventh, pro rata ratably based upon the respective aggregate amounts of all such owing to the Administrative Agent and Lenders. Notwithstanding the foregoingother Secured Parties on such date; and sixth, ifthe balance, at if any, after all of the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances Obligations have been paid in full, all Letter subject to any Applicable Intercreditor Agreement, to the Borrower or as otherwise required by Law; provided, however, that in no event shall payments by a Guarantor or proceeds of Credit Collateral of a Guarantor be applied to Excluded Rate Contract Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullGuarantor. (b) [Reserved]. (c) Any balance remaining after giving effect to the applications set forth in this Section 2.8 shall be delivered to Borrower or to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out any of the applications set forth in this Section 2.8, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Persons entitled to receive a payment or cash collateral in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category. (d) Administrative Agent is authorized (but not obligated) to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan (and during the continuance of an Event of Default, other than the principal and any interest on the Term Loans or any Incremental Term Loans), then due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to promptly pay promptly any such amounts as and when duedue (after giving effect to any notice or cure periods), even but not if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower Advances to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesthe Maximum Amount less Letter of Credit Obligations. At Agent’s option and to the extent permitted by law, any Any charges so made shall shall, unless prohibited by applicable Law, constitute part of the Revolving Loan hereunderhereunder and may be made regardless of whether the conditions set forth in Section 3.2 are then satisfied, including the existence of any Default or Event of Default either before or after giving effect thereto. (e) Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its payment obligations under the Loan Documents in respect of Swap Obligations under any Hedge Agreement included in the Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8(e) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8(e), or otherwise under any Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8(e) shall remain in full force and effect until the guarantees in respect of Swap Obligations under each Hedge Agreement included in the Obligations have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 2.8(e) constitute, and this Section 2.8(e) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Application and Allocation of Payments. (a) So As long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.32.10(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any each other payment, and as to all payments made when an Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Administrative Agent may deem advisable notwithstanding any previous entry by Administrative Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent Requisite Lenders with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, : (1) to Fees and Administrative Agent's and Lenders' expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loans, ratably in proportion to the interest accrued as to each Loan; fourth(3) to principal payments on the Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex I, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due Loans and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (4) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 2.21. (b) Administrative Agent is authorized to, and at its sole election may, charge to the Revolving Facility A Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a8.7(a)) and interest and principal, other than principal of the Revolving Credit AdvancesFacility A Loan, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to promptly pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving aggregate Facility A Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesthe Facility A Commitment. At Administrative Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Facility A Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business regularly scheduled payments then due shall be appliedapplied to those scheduled payments, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a2.3(a); , and (iii) mandatory prepayments shall be applied as set forth in Section 1.3Sections 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each . All voluntary prepayments shall be applied as directed by Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsRepresentative. In all circumstances after an Event of Default, subject to the absence ABL Intercreditor Agreement, all payments and proceeds of a specific determination by Agent with respect thereto, payments from any Borrower Collateral shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable expenses then due hereunder and payable to Agent pursuant all obligations owing to Agent, any of Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; fourth(5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of each Loan and the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, ; (6) to provide cash collateral therefor in the manner set forth in Annex Bpayment of the Bank Products Obligations then due and payable; and last (7) to all other Obligations not described in clauses first through seventhObligations, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 12.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including including, insurance premiums in accordance with Section 5.4(a6.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by such Borrowers under this Agreement or any of the other Loan Documents Documents, if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate the Borrowing Base after giving effect to such chargescharges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuingNotwithstanding anything in this Agreement or any other Loan Document to contrary, (iA) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each US Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each US Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against to the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in and (B) Canadian Borrower hereby irrevocably waives the Loan Account or any other books and records. In right to direct the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations payments received from or on behalf of such Borrower, and Canadian Borrower under its Hedging Agreements hereby irrevocably agrees that Canadian Agent shall have been paid in fullthe continuing exclusive right to apply any and all such payments to the Canadian Obligations. (b) Agent is authorized to, and at its sole election maymay (so long as the Requisite Revolving Lenders have not instructed Agent otherwise), charge to the US Revolving Loan balance on behalf of each US Borrower and cause to be paid (i) all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the US Revolving Credit AdvancesLoan, due and owing by US Borrowers to US Lenders under this Agreement or any of the other Loan Documents and (ii) amounts necessary to preserve or protect the Collateral, or any portion thereof, or to enhance the likelihood of, or maximize the amount of, repayment of the Obligations if and to the extent US Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed US Borrowing Availability at such time or would cause the aggregate balance of the US Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate US Borrowers' US Borrowing Base after giving effect to such charges; provided, however, that, notwithstanding the foregoing, Agent shall not make advances under clause (ii) of this sentence in excess of 10% of the US Borrowing Base unless Requisite Lenders consent to such advances. At Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the US Revolving Loan hereunder. Canadian Agent is authorized to, and at its sole election may (so long as the Requisite Revolving Lenders have not instructed Canadian Agent otherwise), charge to the Canadian Revolving Loan balance on behalf of Canadian Borrower and cause to be paid (i) all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Canadian Revolving Loan, owing by Canadian Borrower to Canadian Lenders under this Agreement or any of the other Loan Documents and (ii) amounts necessary to preserve or protect the Collateral, or any portion thereof, or to enhance the likelihood of, or maximize the amount of, repayment of the Canadian Obligations if and to the extent Canadian Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Canadian Borrowing Availability at such time or would cause the balance of the Canadian Revolving Loan to exceed Canadian Borrower's Canadian Borrowing Base after giving effect to such charges; provided, however, that, notwithstanding the foregoing, Canadian Agent shall not make advances under clause (ii) of this sentence in excess of 10% of the Canadian Borrowing Base unless Requisite Lenders consent to such advances. At Canadian Agent's option and to the extent permitted by law, any charges so made shall constitute part of the Canadian Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.31.3(b)(vi). As All payments and prepayments applied to any other payment, and a particular Loan shall be applied ratably to the portion thereof held by each Lender as to all payments made determined by its applicable Pro Rata Share. Amounts received as a result of the exercise of remedies under the Loan Documents when an a Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower Date shall be applied to amounts then due and payable in the following order: first, : (1) to reimburse the L/C Issuer for all unreimbursed draws or payments made by it under Letters of Credit; (2) to Fees and Agents’ expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, hereunder; (3) to interest then due and payable on the Swing Line Loan; fourthLoans; (4) to principal payments on the Swing Line Loans; (5) to interest on the other Loans; (6) to principal payments on the other Loans, to Obligations in respect of Hedging Obligations owed to Lender Counterparties and to provide cash collateral for contingent Letter of Credit Obligations in the manner described in Annex B, Annex C and Annex D, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifthother Loans, to interest then due such Hedging Obligations and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last ; (7) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent extent reimbursable under Section 11.3; and (8) following the Termination Date, to each applicable Credit Party or any other Person lawfully entitled to receive such surplus. Considering each type of Revolving Credit Advance being prepaid separately, any such prepayment shall be applied first to Index Rate Loans before application to LIBOR Loans or BA Rate Loans in a manner which minimizes any resulting breakage costs under Section 1.10(b) and Lenders(d). Notwithstanding anything to the foregoingcontrary, if, at the time any payments applied to Hedging Obligations owing to any Lender Counterparty following an Event of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower Default shall share (i) be applied on a pro rata basis to Hedging Obligations owing to all Lender Counterparties. The provisions of this Section 1.8 shall not be construed to apply to any payment obtained by any Lender as consideration for the assignment or sale of a participation in applications referred any of its Term Loans or other Obligations owed to in clauses sixth and seventhit (including, until all Revolving Credit Advances have been paid in fullwithout limitation, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election may, charge pursuant to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a9.1(a)(ii)) and or payments of interest and principal, other than principal of the Revolving Credit Advances, due and owing made by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any a Borrower to exceed such Borrower’s separate Borrowing Base after giving effect an assigning Lender pursuant to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunderSection 9.1(a)(ii)(F).

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations of Borrower, to cash collateralize the undrawn portion of any Letters of Credit, and in repayment of the Revolving Credit Loan and Term Loan as Agent may deem advisable notwithstanding any previous entry by Agent in upon the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower the same shall be applied to amounts then due and payable in the following order: first, (i) to Fees and reimbursable expenses then due and payable to Agent pursuant to any expenses of the Loan Documents; second, Agent and to Fees and any other fees and reimbursable expenses of Lenders then due and payable Fees; (ii) to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable interest payments on the Swing Line Revolving Credit Loan and Term Loan; fourth(iii) to principal payments on the Revolving Credit Loan and, in inverse order of maturities, to the principal balance installments of the Swing Line Loan until Term Loan; (iv) to cash collateralize the same has been repaid in full; fifthundrawn portion of any Letters of Credit, and (v) to interest all other then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election option may, charge make or cause to the be made Revolving Loan balance Credit Advances on behalf of each Borrower and cause to be paid for payment of all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and costs, principal, interest, or other than principal of the Revolving Credit Advances, due and Obligations owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to promptly pay promptly any such amounts as and when due, even if the amount of such charges Revolving Credit Advance would cause total Revolving Credit Advances to exceed Borrowing Availability at such time or would cause the aggregate balance of the Maximum Revolving Credit Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesamount. At Agent’s 's option and to the extent permitted by law, any charges advances so made shall constitute be deemed Revolving Credit Advances constituting part of the Revolving Credit Loan hereunder. Any cash collateral required by this Section 1.11 shall be held by the Agent in a separate cash collateral account subject to the security interest and lien of the Security Agreement and the terms of Schedule B. The Borrower shall have no access to such account.

Application and Allocation of Payments. Any amounts received by Agent or the Lenders (aincluding any voluntary and mandatory prepayments at any time when an Event of Default shall have occurred and be continuing), shall be applied as follows: (i) any proceeds of Revolving Priority Collateral shall be applied: (A) first, to Fees due to the Revolving Lenders and Agent and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents until paid in full; (B) second, to interest then due and payable on the Swing Line Loan until paid in full; (C) third, to the principal balance of the Swing Line Loan until the same shall have been paid in full; (D) fourth, to interest then due and payable on the Revolving Credit Advances and unpaid Swap Related Reimbursement Obligations (in an amount up to the amount of the Swap Related Reserve then extant), ratably in proportion to the interest accrued as to each Revolving Credit Advance and such unpaid Swap Related Reimbursement Obligation, as applicable, until paid in full; (E) fifth, to the principal balance of the Revolving Credit Advances and unpaid Swap Related Reimbursement Obligations (in an amount up to the amount of the Swap Related Reserve then extant), ratably to the aggregate, combined principal balance of the Revolving Credit Advances and such unpaid Swap Related Reimbursement Obligations, until paid in full; (F) sixth, to any Letter of Credit Obligations to provide cash collateral therefor in the manner set forth in Annex B; (G) seventh, to Fees due to the Term Lenders until paid in full; (H) eighth, to interest then due and payable on the Term Loan until paid in full, (I) ninth, to the principal balance of the Term Loan until paid in full; (J) tenth, to all other Obligations including, without limitation, all unpaid Swap Related Reimbursement Obligations and expenses of the Lenders to the extent reimbursable under Section 11.3; and (ii) any proceeds of Term Priority Collateral shall be applied: (A) first, to Fees due to the Term Lenders and Agent and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents until paid in full; (B) second, to interest then due and payable on the Term Loan; until paid in full, (C) third, to the principal balance of the Term Loan, until paid in full; (D) fourth, to Fees due to the Revolving Lenders and Agent and Agent's expenses reimbursable hereunder until paid in full; (E) fifth, to interest then due and payable on the Swing Line Loan until paid in full; (F) sixth, to the principal balance of the Swing Line Loan until the same shall have been paid in full; (G) seventh, to interest then due and payable on the Revolving Credit Advances until paid in full; (H) eighth, to the principal balance of the Revolving Credit Advances until the same shall have been paid in full; (I) ninth, to any Letter of Credit Obligations to provide cash collateral therefor in the manner set forth in Annex B until all such Letter of Credit Obligations have been fully cash collateralized; and (J) tenth, to all other Obligations including, without limitation, all unpaid Swap Related Reimbursement Obligations and expenses of the Lenders to the extent reimbursable under Section 11.3. So long as no Default or Event of Default has shall have occurred and is continuing, be continuing (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iiiii) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrower as Agent may deem advisable set forth above notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In ." The following is added to the absence Credit Agreement as Section 9.1(g): (g) Nothing contained in this Section 9 shall require the consent of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied party for GE Capital to amounts then due and payable in the following order: first, to Fees and reimbursable expenses then due and payable to Agent pursuant to assign any of its rights in respect of any Swap Related Reimbursement Obligation." The second sentence of Section 11.2(c) is hereby amended and restated in its entirety as follows: "Furthermore, no amendment, modification, termination or waiver affecting the Loan Documents; secondrights or duties of Agent or L/C Issuer, to Fees and or of GE Capital in respect of any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Swap Related Reimbursement Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and owing by Borrowers under this Agreement or any of the other Loan Documents if Document, including any release of any Guaranty or Collateral requiring a writing signed by all Lenders, shall be effective unless in writing and signed by Agent or L/C Issuer or GE Capital, as the case may be, in addition to Lenders required hereinabove to take such action." Annex A to the extent Borrowers fail to pay promptly any such amounts Credit Agreement is hereby amended by adding the following defined terms in proper alphabetical order or amending and restating the following defined terms in their entirety, as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.case may be:

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower RepresentativeBorrower, subject to the provisions of Section 1.3(a); and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of or Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In records (and Agent and each Lender agrees with the absence Agent and each other Lender that notwithstanding anything to the contrary contained herein or otherwise, each payment made (i) when an Event or Default has occurred and is continuing and the maturity of a specific determination by Agent with respect theretoall or any portion of the Obligations has been accelerated or (ii) following the Commitment Termination Date, payments from any Borrower shall be applied to amounts then due and payable in the following orderas follows: first, to Fees and reimbursable expenses of Agent then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees accrued and any unpaid interest with respect to the Loans (other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of than Term Loan C) (pro rata, based upon the Loan Documentsamount thereof); third, to interest then due the principal amount of the Obligations outstanding (other than Term Loan C or Obligations under one or more Interest Rate Agreements) and payable on to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations, based upon the Swing Line Loan; principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable) (and with respect to amounts applied to Term Loan B, to the scheduled installments thereof in inverse order of maturity), fourth, to Obligations under Interest Rate Agreements which the principal balance of Agent has agreed in writing relate to Term Loan B (pro rata, based upon the Swing Line Loan until the same has been repaid in fullamount thereof); fifth, to accrued and unpaid interest then due and payable on the Revolving Credit Advanceswith respect to Term Loan C; sixth, to the outstanding principal balance amount of the Revolving Credit Advances until the same has been paid in fullTerm Loan C; seventh, to any Letter of Credit ObligationsObligations under Interest Rate Agreements (pro rata, based upon the amount thereof); and eighth, to provide cash collateral therefor in the manner set forth in Annex B; and last to all any other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share and owing (i) on a pro rata basis in applications referred to in clauses sixth and seventhrata, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in based upon the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullamount thereof). (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) a. So long as no Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts arising from the sale or lease of Inventory or the rendition of services and Inventory received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, applied to the Revolving LoanLoan Obligations; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a)1.2.1; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.31.2.3 or Section 6.8(g), as applicable. As All payments and prepayments applied to the Term Loan shall be applied for the benefit of the Term Lenders ratably in proportion to each such Term Lender's Commitment with respect to the Term Loan. All payments and prepayments applied to the Revolving Loan shall be applied for the benefit of the Revolving Lenders ratably in proportion to each such Revolving Lender's Commitment with respect to the Revolving Loan. All payments and prepayments applied to the Master Lease shall be applied for the benefit of the Lessors ratably in proportion to each such Lessor's Commitment with respect to the Master Lease. b. At any other payment, and as to all payments made time when an Event of Default has shall have occurred and is continuing be continuing, any amounts received by the Agent, the Revolving Credit Agent or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower Lenders shall be applied to amounts then due and payable in as follows: (i) Any proceeds of the following orderdisposition of Accounts arising from the sale or lease of Inventory or the rendition of services or Inventory shall be applied: first, ratably to Fees pay the Revolving Loan Obligations in respect of any fees and reimbursable expenses then reimbursements, indemnities and other similar amounts due and payable to Revolving Lenders or the Revolving Credit Agent pursuant to any of the Loan Documentsuntil paid in full; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line LoanRevolving Credit Advances made to Borrowers until paid in full; fourththird, to the principal balance of the Swing Line Loan Revolving Credit Advances outstanding to Borrowers until the same has shall have been repaid paid in full and then to a cash collateral account to secure the Letter of Credit Obligations; fourth, ratably to pay the Term Loan Obligations and the Master Lease Obligations in respect of any fees and reimbursements, indemnities and other similar amounts due to Term Lenders, Lessors, or Agent until paid in full; fifth, to interest then due and payable on the Revolving Credit AdvancesTerm Loan and the Master Lease ratably based upon the Pro Rata Shares held by the respective Term Lenders and Lessors; sixth, to prepay the outstanding Term Loan until the principal balance of the Term Loan is not greater than the unamortized capitalized lessor's cost under the Master Lease; and seventh to the principal balance of the Term Loan and the unamortized capitalized lessor's cost under the Master Lease, ratably based upon the Pro Rata Shares held by the respective Term Lenders and Lessors. (ii) Any mandatory prepayments arising from the sale or disposition of all of the stock of a Borrower shall be applied as follows: An amount equal to the book value of the Accounts arising from the sale or lease of Inventory or the rendition of services and Inventory of such Borrower shall be applied first to interest then due and payable on Revolving Credit Advances made to Borrowers; and second, to the principal balance of Revolving Credit Advances outstanding to Borrowers until the same has shall have been paid in full; sevenththird to interest then due and payable on the Term Loan and the Master Lease ratably based upon the Pro Rata Shares held by the respective Term Lenders and Lessors; fourth, to any Letter prepay the Term Loan until the principal balance of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex BTerm Loan is not greater than the unamortized capitalized lessor's cost under the Master Lease; and last to all other Obligations not described in clauses first through seventh, pro rata fifth to the Agent principal balance of the Term Loan and Lendersthe unamortized capitalized lessor's cost under the Master Lease, ratably based upon the Pro Rata Shares held by the respective Term Lenders and Lessors. Notwithstanding the foregoing, if, at the time of any application The remainder of any such payment the Commitment Termination Date has occurredmandatory prepayment shall be applied first, amounts to interest then due and payable on the Term Loan and the Master Lease ratably based upon the Pro Rata Shares held by the respective Term Lenders and Lessors; second, to prepay the Term Loan until the principal balance of the Term Loan is not greater than the unamortized capitalized lessor's cost under Hedging Agreements from any Borrower shall share (i) the Master Lease; third, to the principal balance of the Term Loan and the unamortized capitalized lessor's cost under the Master Lease, ratably based upon the Pro Rata Shares held by the respective Term Lenders and Lessors; fourth, to interest then due and payable on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in fullmade to Borrowers; and fifth, all Letter to the principal balance of Revolving Credit Obligations have been fully cash collateralized in Advances outstanding to Borrowers until the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements same shall have been paid in full. (biii) All other amounts received shall be applied: first, ratably to pay the Term Loan Obligations and the Master Lease Obligations in respect of any fees and reimbursements, indemnities and other similar amounts due to Term Lenders, Lessors, or Agent until paid in full; second, to interest then due and payable on the Term Loan and the Master Lease ratably based upon the Pro Rata Shares held by the respective Term Lenders and Lessors; third, to prepay the Term Loan until the principal balance of the Term Loan is not greater than the unamortized capitalized lessor's cost under the Master Lease; fourth to the principal balance of the Term Loan and the unamortized capitalized lessor's cost under the Master Lease, ratably based upon the Pro Rata Shares held by the respective Term Lenders and Lessors; fifth, ratably to pay the Revolving Loan Obligations in respect of any fees and reimbursements, indemnities and other similar amounts due to Revolving Lenders or the Revolving Credit Agent until paid in full; sixth, to interest then due and payable on Revolving Credit Advances made to Borrowers until paid in full; and seventh, to the principal balance of Revolving Credit Advances outstanding to Borrowers until the same shall have been paid in full and then to a cash collateral account to secure the Letter of Credit Obligations. As to all payments made when an Event of Default shall have occurred and be continuing each Borrower hereby irrevocably agrees that Agent or Revolving Credit Agent, as applicable, shall have the right to apply any and all such payments against the Obligations as set forth above, notwithstanding any previous entry by Agent or Revolving Credit Agent in its respective Loan Account or any other books and records. 1.10.1 Revolving Credit Agent is authorized to, and at its sole election may, upon notice to the Borrowers, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers under this Agreement or any of the other Loan Operative Documents if and to the extent Borrowers fail to promptly pay promptly any such amounts as and when duedue and payable pursuant to the terms hereof, even if the amount of so long as such charges would exceed Borrowing Availability at such time or would not cause the aggregate outstanding balance of the Revolving Loan Credit Advances to exceed Borrowing Availability and would not cause the sum of the outstanding balance of the Revolving Credit Advances and the Swing Line Loan outstanding Letter of any Borrower Credit Obligations of the Borrowers to exceed such Borrower’s separate the Aggregate Borrowing Base after giving effect to such chargesBase. At Revolving Credit Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long If there has not been a Default and in the absence of a specific determination by Lender with respect to the order of applying payments, payments received by Lender on account of Accepted P.O.s will be applied as no Event of Default has occurred and is continuing, follows: (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, pay Lender's expenses which have been incurred or committed; (ii) second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to payment of Lender's fees and interest in connection with the provisions of Section 1.3(a)Advance; and (iii) mandatory prepayments shall be applied as set forth third, to the payment or reimbursement in Section 1.3full of all Obligations to Lender in connection with an Accepted P.O. and all other Accepted P.O.s. As to any other payment, and as to all payments made when an Event of after a Default has occurred and is continuing or following the Commitment Facility Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, Borrower and each Borrower hereby irrevocably agrees that Agent Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations in such order as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsLender shall determine. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent Lender is authorized to, and at its sole election mayoption may (without prior notice or precondition and at any time or times), charge but shall not be obligated to, make or cause to the Revolving Loan balance be made Advances on behalf of each Borrower and cause to be paid Borrower (a) payment of all Feesfees, expenses, Chargesindemnities, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and charges, costs, principal, interest, or other than principal of the Revolving Credit Advances, due and Obligations owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and Documents, (b) the payment, performance or satisfaction of any of Borrower's obligations with respect to preservation of the extent Borrowers fail to pay promptly Collateral or otherwise under this Agreement, or (c) any such amounts as and when duepremium in whole or in part required in respect of any of the policies of insurance required by this Agreement, even if the amount making of any such charges would exceed Borrowing Availability at such time or would cause Advances causes the aggregate outstanding balance of the Revolving Loan and the Swing Line Loan of any Borrower Advances to exceed the Maximum Amount, and Borrower agrees to repay immediately, in cash such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunderAdvances.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan andLoan, second, to the Revolving LoanLoan (other than the Seasonal Advances), and third, the Seasonal Advances; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, Such payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth(3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and any Obligations under any Secured Rate Contract and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifthother Loans, to interest then due Obligations under any Secured Rate Contract and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (6) to all other Obligations not described in clauses first through seventhObligations, pro rata including expenses of Lenders to the Agent and Lendersextent reimbursable under Section 11.3. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until After all Revolving Credit Advances Obligations have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in Agent shall apply payments to repay any Indebtedness outstanding under Permitted Hedge Agreements to the manner set forth in Annex B and all obligations of extent that such Borrower under its Hedging Agreements have been paid in fullIndebtedness is secured by the Collateral as permitted hereunder. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would time; provided, that, such charges shall not, in any event, cause the aggregate balance sum of the aggregate Revolving Loan and plus the aggregate Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesthe Maximum Amount. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d), subject --------------- ------ to the provisions of Section 1.31.3(f). As to any each other payment, and as to all -------------- payments made when an a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, : (1) to Fees and Agent's expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loans, ratably in proportion to the interest accrued as to each Loan; fourth(3) to principal payments on the Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ------- ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due Loans and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (4) to all other Obligations not described in clauses first through seventhObligations, pro rata including expenses of Lenders to the Agent and Lendersextent reimbursable under Section 11.3. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full.------------ (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each or any Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and owing by Borrowers under this -------------- Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s 's option and to the extent permitted by law, any charges so made at any time shall constitute part of the Revolving Loan hereunder, even if the amount of such charges exceed Borrowing Availability at such time.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments received from or on behalf of such a Borrower, and each Borrower Borrowers hereby irrevocably agrees agree that Agent Requisite Lenders shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent Requisite Lenders may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent Requisite Lenders with respect theretothereto and after acceleration or maturity of the Obligations, all payments from any Borrower and proceeds of Collateral shall be applied to amounts then due and payable in the following order: first, (1) to Agent's expenses and to Fees and reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; fourth(5) to principal payments on the other Loans and any Obligations under any Secured Rate Contract and to provide cash collateral for contingent Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate combined principal balance of the Swing Line Loan until the same has been repaid in full; fifthLoans, to interest then due Obligations under any Secured Rate Contract and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, ; (6) to provide cash collateral therefor in the manner set forth in Annex B; Bank Product Obligations and last (7) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent extent reimbursable under Section 11.3; provided, that no payments by a Guarantor and Lenders. Notwithstanding the foregoing, if, at the time no proceeds of any application Collateral of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower a Guarantor shall share (i) on a pro rata basis in applications referred be applied to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Excluded Rate Contract Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullGuarantor. (b) Agent is authorized to, and at its sole election may, charge to the applicable Revolving Loan balance on behalf of each a Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the applicable Revolving Credit AdvancesLoan, due and owing by Borrowers each Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail such Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the applicable Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a2.2(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3Sections 2.3(c) and 2.2(d), as applicable. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such any Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first(1) to Agent’s and any Lender’s expenses reimbursable hereunder (including, without limitation, to Fees and the extent reimbursable expenses then due and payable to Agent pursuant under Section 13.3); (2) to any outstanding Fees; (3) to interest on Base Rate Loans; (4) to interest on LIBOR Loans, ratably in the order of maturity; (5) to all then outstanding obligations under any interest rate cap, swap or collar agreements, or other agreements or arrangements secured by the Loan Documents designed to provide protection against fluctuations in interest rates permitted hereunder, to the extent the amount owed corresponds to interest on the notional amount thereof; (6) to the principal amount of the Loan Documents; second, to Fees and any all other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (7) to all other Obligations not described outstanding obligations under any interest rate cap, swap or collar agreements, or other agreements or arrangements secured by the Loan Documents designed to provide protection against fluctuations in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullinterest rates permitted hereunder. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower the Borrowers and cause to be paid all Fees, expenses, Taxes, Charges, costs (including insurance premiums in accordance with Section 5.4(a6.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by the Borrowers under this Agreement or any of the other Loan Documents if and to the extent the Borrowers fail to pay promptly any such amounts as and when due, after receipt of notice from Agent, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably -------------------------------------- agrees that Agent Lender shall have the continuing and exclusive right to apply any and all such payments against the Obligations then due and payable Obligations, as Agent Lender may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsadvisable. In the absence of a specific determination by Agent Lender with respect thereto, payments from any Borrower the same shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses (a) then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders expenses; (b) then due and payable to Lenders pursuant to any of the Loan Documentsinterest payments; third, to interest (c) then due and payable on the Swing Line LoanObligations other than Fees, expenses and interest and principal payments; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest and (d) then due and payable principal payments on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and LendersLoan. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent Lender is authorized to, and at its sole election mayoption may (without notice or precondition and at any time or times), charge but shall not be obligated to, make or cause to the be made Revolving Loan balance Credit Advances on behalf of each Borrower and cause to be paid for: (x) payment of all Fees, expenses, Chargesindemnities, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and charges, costs, principal, interest, or other than principal of the Revolving Credit Advances, due and Obligations owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and Documents, (y) the payment, performance or satisfaction of any of Borrower's obligations with respect to preservation of the extent Borrowers fail to pay promptly Collateral or otherwise under this Agreement, or (z) any such amounts as and when duepremium in whole or in part required in respect of any of the policies of insurance required by this Agreement, even if the amount making of any such charges would exceed Borrowing Availability at such time or would cause Revolving Credit Advance causes the aggregate outstanding balance of the Revolving Credit Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate the Borrowing Base after giving effect Availability, and Borrower agrees to such charges. At Agent’s option and to the extent permitted by lawrepay immediately, in cash, any charges so made shall constitute part of amount by which the Revolving Credit Loan hereunderexceeds the Borrowing Availability.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations of Borrower, to cash collateralize the undrawn portion of any Letters of Credit, and in repayment of the Revolving Credit Loan and Term Loans as Agent may deem advisable notwithstanding any previous entry by Agent in upon the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower the same shall be applied to amounts then due and payable in the following order: first, (i) to Fees and reimbursable expenses then due and payable to Agent pursuant to any expenses of the Loan Documents; second, Agent and to Fees and any other fees and reimbursable expenses of Lenders then due and payable Fees; (ii) to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable interest payments on the Swing Line Revolving Credit Loan and Term Loan; fourth(iii) to principal payments on the Revolving Credit Loan and Term Loan; (iv) to cash collateralize the undrawn portion of any Letters of Credit, and (v) to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest all other then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election option may, charge make or cause to the be made Revolving Loan balance Credit Advances on behalf of each Borrower and cause to be paid for payment of all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and costs, principal, interest, or other than principal of the Revolving Credit Advances, due and Obligations owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to promptly pay promptly any such amounts as and when due, even if the amount of such charges Revolving Credit Advance would cause total Revolving Credit Advances to exceed Borrowing Availability at such time or would cause the aggregate balance of the Maximum Revolving Credit Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesamount. At Agent’s 's option and to the extent permitted by law, any charges advances so made shall constitute be deemed Revolving Credit Advances constituting part of the Revolving Credit Loan hereunder. Any cash collateral required by this Section 1.11 shall be held by the Agent in a separate cash collateral account subject to the security interest and lien of the Security Agreement and the terms of Schedule B. The Borrower shall have no access to such account.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuingcontinuing and the Scheduled Termination Date has not occurred, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower RepresentativeBorrower, subject to the provisions of Section 1.3(a); and (iiiii) mandatory prepayments shall be applied as set forth in Section 1.31.3(c). All payments and prepayments shall be applied ratably to the portion of the SCIL Loan held by each SCIL Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Scheduled Termination Date, Borrower and each Borrower other Credit Party hereby irrevocably waives waive the right to direct the application of any and all payments (including monetary proceeds of collections of or realizations upon any Collateral) received from or on behalf of such BorrowerBorrower or any other Credit Party, and Borrower and each Borrower other Credit Party hereby irrevocably agrees agree that SCIL Agent and the Requisite SCIL Lenders shall have the continuing exclusive right to apply any and all such payments against the Obligations as SCIL Agent and the Requisite SCIL Lenders may deem advisable notwithstanding any previous entry by SCIL Agent in the Loan Account or any other books and recordsrecords and agree to be bound by all such payment applications. In the absence of a specific determination by SCIL Agent and the Requisite SCIL Lenders with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and SCIL Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line SCIL Loan; fourth, (3) to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable payments on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex BSCIL Loan; and last (4) to all other Obligations not described in clauses first through seventhObligations, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time including expenses of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and SCIL Lenders to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunderreimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, Prior to the Swing Line Loan anddate on which the Final Accounting for any Liquidation Sale is approved by Lender, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times received from or on behalf of any Borrower (or from or on behalf of any Liquidator JV) with respect to such BorrowerLiquidation Sale (including any Liquidation Sales where a Borrower or a Liquidator JV, and each Borrower hereby irrevocably agrees that Agent as applicable, provided an Overbid, whether or not Lender financed any portion of such Overbid) shall have be applied, subject to the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent Final Accounting, in the Loan Account or any other books and records. In following order: (i) first, to repay the absence outstanding principal of a specific determination Revolving Credit Advances (including Total Expense Advances) made by Agent with respect theretoLender to fund Expenses of the applicable Liquidation Sale; (ii) second, payments from any Borrower shall be applied to amounts pay then due and payable interest with respect to the applicable Revolving Credit Advances made in connection with such Liquidation Sale; (iii) third, to pay then due and payable Letter of Credit Fees with respect to the applicable Letters of Credit issued in connection with such Liquidation Sale; (iv) fourth, to pay all other then due and payable Fees (other than the Success Fee) and other Obligations incurred by Borrower in connection with such Liquidation Sale, other than interest or principal with respect to Revolving Credit Advances and Letter of Credit Fees to the extent set forth in clauses (i), (ii) and (iii) of this Section 2.8(a); (v) fifth, to repay the outstanding principal of all Revolving Credit Advances (other than those referred to in clause (i) of this Section 2.8(a)) made with respect to such Liquidation Sale; (vi) sixth, to be held by Lender as cash collateral for Letter of Credit Obligations in the manner described in Annex B until all of such Letter of Credit Obligations with respect to the applicable Liquidation Sale have been fully cash collateralized to the extent required in Annex B; (vii) seventh, to fund a reserve held by Lender for all Expenses shown on the Budget that have not been paid or yet incurred with respect to the applicable Liquidation Sale, to the extent such Expenses have not been otherwise reserved for under a Letter of Credit; (viii) eighth, to fund a reserve held by Lender for the Recovery Amount with respect to the applicable Liquidation Sale; (ix) ninth, to Borrowers, to reimburse Borrowers for duly documented Expenses paid by Borrowers with respect to the applicable Liquidation Sale that were not funded with Revolving Credit Advances; (x) tenth, to deposits to the Disbursement Account, for the benefit of Borrowers, for payment of up to the Borrower Equity Amount; (xi) eleventh, to any other unpaid amounts due to Lender in respect to other outstanding Obligations incurred in connection with other Liquidation Sales that have been completed; (xii) twelfth, to Lender as preliminary payments for the Success Fee for such Liquidation Sale based on the Net Profit Margin with respect to such Liquidation Sale; (xiii) thirteenth, to the extent the UK Credit Agreement is in effect, to Burdale for any unpaid amounts due to Burdale pursuant to the UK Credit Agreement in connection with completed Liquidation Sales (but only if at the completion of a permitted transaction under the UK Credit Agreement there is a shortfall in the repayment of any amounts due in connection therewith pursuant to the UK Credit Agreement, which shortfall has not been repaid within two (2) business days of Borrower’s receipt of written notice from Lender in which such shortfall is identified); (xiv) fourteenth, ninety percent (90%) of the remaining amount, if any deposited into the Disbursement Account for the benefit of Borrowers; and (xv) fifteenth, the remaining ten percent (10%) to be held by Lender pending completion of the Final Accounting. Upon the Final Accounting, any remaining amounts received by Lender with respect to such Liquidation Sale after application in accordance with the order set forth above, shall be applied in the following order: first, to Fees and reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth payment of any unpaid portion of the Success Fee, if any, with respect to such Liquidation Sale; and sevenththen (ii) to deposits to the Disbursement Account, until all Revolving Credit Advances have been paid in full, all Letter for the benefit of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullBorrowers. (b) Agent If upon the Final Accounting it is determined that any payments previously applied in accordance with Section 2.8(a) need to be adjusted to reflect the actual amounts of all of the items set forth in Section 2.8(a), and that the amount received by either party is greater than the amount than such party is ultimately determined to be entitled to receive, then such party shall pay the amount of such excess to the other party. (c) Lender is authorized to, and at its sole election may, charge to the Revolving any applicable Loan balance on behalf Account of each Borrower Borrowers and cause to be paid by Revolving Credit Advances hereunder all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and amounts owing by Borrowers any Borrower under this Agreement or any of the other Loan Documents with respect to a Liquidation Borrowing, if and to the extent Borrowers fail Borrower fails to promptly pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of outstanding Obligations to exceed the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesCeiling. At Agent’s option and to To the extent permitted by lawapplicable Law, any charges so made shall constitute part of the Revolving Loan Obligations hereunder. (d) To the extent that Lender applies any cash payment to a reserve or cash collateral account maintained by Lender pursuant to Section 2.8(a), Lender shall credit interest to any such account in an amount equal to the actual interest that Lender earns on overnight deposits.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, applied to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loans, ratably in proportion to the interest accrued as to each Loan; fourth, (3) to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable payments on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, Loans and to provide cash collateral therefor for Letter of Credit Obligations in the manner set forth described in Annex B; and last (4) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would cause the Revolving Loan to exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Tranche A Revolving LoanCredit Advances; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower RepresentativeBorrower, subject to the provisions of Section 1.3(a); and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrower as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses of Agent then due and payable to Agent pursuant to any of the Loan Documentspayable; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; third, to the principal balance of the Swing Line Loan until the same has been paid in full; fourth, to interest then due and payable on the Revolving Credit Advances; fifth, to the principal balance of the Tranche A Revolving Credit Advances until the same has been paid in full; sixth to any Letter of Credit Obligations to provide cash collateral therefor in the manner described in Annex B until all such Letter of Credit Obligations have been fully cash collateralized; seventh, to the principal balance of the Tranche B Credit Advances (which shall automatically result in a corresponding permanent reduction of the Tranche B Loan Commitments) until the same has been paid in full; and eighth, to all other Obligations, including, without limitation, expenses of the Revolving Lenders to the extent reimbursable under Section 11.3. After the Commitment Termination Date or with respect to any payments received or payments received as proceeds of Collateral from and after any Event of Default has occurred or is continuing, such payments shall be applied by Agent to amounts then due and payable in the following order: first, to Fees (other than the Fees payable pursuant to Section 1.9(c)) and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Loan; third, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifthfourth, to interest (including any Default Rate of interest payable pursuant to Section 1.5(d)) and any Fee payable under Section 1.9(c) then due and payable on the Tranche A Revolving Credit Advances; sixthfifth, to the outstanding principal balance of the Tranche A Revolving Credit Advances Advances, until the same has been paid in full; seventhsixth, to any Letter of Credit Obligations, Obligations to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, B until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; seventh, to the principal balance of the Tranche B and all obligations of such Borrower under its Hedging Agreements have Credit Advances until the same has been paid in full. (b) ; and eighth, to all other Obligations including, without limitation, expenses of the Revolving Lenders to the extent reimbursable under Section 11.3. Agent is authorized to, and at its sole election may, charge to the Tranche A Revolving Loan Credit Advances balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the principal of the Tranche A Revolving Loan Credit Advances hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower Borrower, subject to the terms of the Intercreditor Agreement, hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall shall, subject to the terms of the Intercreditor Agreement, have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth(3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due other Loans and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (6) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lendersextent reimbursable under Section 11.3. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts of U.S. Borrower and Domestic Credit Parties received in the ordinary course of business shall be applied, firstfirst , to the Swing Line Loan and, secondsecond , to the U.S. Revolving LoanLoan (without reducing the U.S. Revolving Loan Commitment); (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a)1.3 (a) ; and (iiiiv) mandatory prepayments shall be applied as set forth in Sections 1.3 (b) and 1.3 (c) . All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. Subject to Section 1.3. As 1.18 , as to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Administrative Agent may deem advisable notwithstanding any previous entry by Administrative Agent in the Loan Account or any other books and records. In the absence of a specific determination by Administrative Agent with respect thereto, (A) payments from any by U.S. Borrower and Domestic Subsidiaries shall be applied to amounts then due and payable in the following order: first, (1) to Fees and reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees Fronting Lender’s and any other fees and Agent’s expenses reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documentshereunder; third, (2) to interest then due and payable on the Swing Line Loan; fourth(3) to principal payments on the Swing Line Loan; (4) to interest on the U.S. Revolving Loans, ratably in proportion to the interest accrued as to each U.S. Revolving Loan; (5); to principal payments on the U.S. Revolving Loans and to provide cash collateral for U.S. Letter of Credit Obligations in the manner described in Annex B , ratably to the aggregate, combined principal balance of such Loans and outstanding U.S. Letter of Credit Obligations; (6) to expenses of Lenders with respect to the U.S. Revolving Loans to the extent reimbursable under Section 11.3; and (7) such Obligations of European Borrowers or other Foreign Credit Parties as Administrative Agent shall elect and (B) payments received from European Borrowers and Foreign Credit Parties shall be applied to amounts then due and payable in the following order: (1) to reimbursable expenses then due to Fronting Lender or any Agent; (2) to interest on the European Revolving Loans excluding Participation Fee; (3) to the Participation Fee; (4) to the principal balance of the Swing Line Loan until the same has been repaid in fullEuropean Revolving Loans; fifth, and (5) to interest then due and payable on the Revolving Credit Advances; sixth, expenses of Lenders with respect to the outstanding principal balance of the European Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata Loans to the Agent and Lendersextent reimbursable under Section 11.3 . Notwithstanding the foregoing, if, at the time foregoing no cash-collateralization of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations of a Borrower shall be required under this Section 1.11(a) to the extent the applicable Borrowers have been fully cash collateralized in Borrowing Availability (before giving effect to such Letter of Credit Obligations)in excess of the manner set forth in Annex B and all obligations amount of such Borrower under its Hedging Agreements have been paid in fullLetter of Credit Obligations and no Event of Default has occurred and is continuing. To the extent that any payment of interest on the European Revolving Loan constitutes payment of less than the total amount of interest then due, the amount received shall be applied first to the Euribor Rate or Index Rate portion of such interest payment, and second to the Participation Fee portion of such interest payment. (b) Administrative Agent is authorized to, and at its sole election may, charge to the U.S. Revolving Loan balance or European Revolving Loan balance on behalf of each the applicable Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)5.4 (a) ) and interest and principal, other than principal of the U.S. Revolving Credit AdvancesLoan or the European Revolving Loan, due and as applicable, owing by Borrowers the applicable Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail such Borrower fails to pay promptly any such amounts as and when due, even if (i) the amount of such charges would exceed U.S. Borrowing Availability at such time or would cause the aggregate outstanding balance of the U.S. Revolving Loan and the Swing Line Loan of any Borrower to exceed the U.S. Borrowing Base after giving effect to such Borrower’s separate charges or (ii) the amount in Dollar Equivalents of such charges would exceed European Borrowing Availability at such time or would cause the outstanding Dollar Equivalent balance of the European Revolving Loan to exceed the European Borrowing Base after giving effect to such charges. At Administrative Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the U.S. Revolving Loan or European Revolving Loan, as applicable, hereunder.

Application and Allocation of Payments. (a) So long as no Default or -------------------------------------- Event of Default has shall have occurred and is be continuing, and regardless of whether Agent or Revolving Credit Agent receives such payment (each of whom hereby agree to transfer any such payment or the appropriate balance thereof, to the other for application in accordance with this Section), (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, applied to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower RepresentativeBorrower, subject to the provisions of Section 1.3(a1.5(a); and (iiiiv) mandatory prepayments shall be applied as -------------- set forth in Section 1.31.5(c). All payments and prepayments applied to the --------------- Revolving Loan, the Term Loan A Advances or the Term Loan B Advances shall be applied ratably to the portion thereof held by each Lender. As to any each other payment, and as to all payments made when an a Default or Event of Default has shall have occurred and is continuing be continuing, or following the Revolving Loan Commitment Termination Date or Term Loan Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply (or to direct Revolving Credit Agent to apply) any and all such payments against the then due and payable Obligations of Borrower and (to the extent there are no then due and payable Obligations) in repayment of the Loans as Agent may deem advisable notwithstanding any previous entry by Agent or Revolving Credit Agent in the any Loan Account or any other books and records. In the absence of a specific determination by Agent Agent, with respect thereto, payments from any Borrower the same shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses (i) then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders owing to the Agent; (ii) then due and payable to Lenders pursuant to any Fees and expenses of the Loan DocumentsLenders; third, to interest (iii) then due and payable interest payments on the Swing Line Loan, ratably in proportion to the principal owed to each Lender; fourth(iv) Obligations to the Lenders other than Fees, expenses, interest and principal payments; and (v) then due and payable principal payments on the Loan, ratably in proportion to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, owed to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fulleach Lender. (b) Revolving Credit Agent is authorized to, and at its sole election election, may, or at the direction of Agent, shall, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a5.5(a)) and -------------- interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to promptly pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesAvailability. At Revolving Credit Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s expenses reimbursable expenses then due hereunder and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documentsextent reimbursable under Section 11.3; third, (2) to interest then due and payable on the Swing Line Loan; fourth(3) to principal payments of the Swing Line Loan; (4) to interest on the other Loans; (5) to principal payments of the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in fullother Loans and outstanding Letter of Credit Obligations; fifth, (6) to interest then due on unpaid Swap Related Reimbursement Obligations and payable on the Revolving Credit Advances; sixthunpaid swap obligations owing to Lenders other than GE Capital or their Affiliates, ratably in proportion to the outstanding interest accrued as to each unpaid Swap Related Reimbursement Obligation and unpaid swap obligation; (7) to principal payments of unpaid Swap Related Reimbursement Obligations and unpaid swap obligations owing to Lenders other than GE Capital or their Affiliates, ratably to the aggregate principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex Bunpaid Swap Related Reimbursement Obligations and other unpaid swap obligations; and last (8) to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullObligations. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges or if such charges would cause the aggregate balance of the Revolving Loan and Swing Line Loan to exceed the Aggregate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a1) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a2.3(1); and (iii) mandatory prepayments shall be applied as set forth in Section 1.32.3(2). As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent Lender may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, advisable (1) to Fees and Lender's expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourthLoans, ratably in proportion to the interest accrued as to each Loan or portion thereof; (3) to principal payments on the Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Schedule 2.2, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due Loans and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (4) to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullObligations. (b2) Agent Lender is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, reasonable costs and expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to pay promptly any such amounts as and when duedue after receipt of Lender's invoice therefor and provided that Borrower has not promptly disputed the charges reflected therein, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s Lender's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a2.2(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3Sections 2.2(b) and 2.2(c), as applicable. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such any Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsrecords or anything in this Agreement to the contrary. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first(1) to Agent’s and any Lender’s expenses reimbursable hereunder (including, without limitation, to Fees and the extent reimbursable expenses then due and payable to Agent pursuant under Section 13.3); (2) to any outstanding Fees; (3) to interest on Base Rate Loans; (4) to interest on LIBOR Loans, ratably in the order of maturity; (5) to all then outstanding obligations under any interest rate cap, swap or collar agreements, or other agreements or arrangements secured by the Loan Documents designed to provide protection against fluctuations in interest rates permitted hereunder, to the extent the amount owed corresponds to interest on the notional amount thereof; (6) to the principal amount of the Loan Documents; second, to Fees and any all other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (7) to all other Obligations not described outstanding obligations under any interest rate cap, swap or collar agreements, or other agreements or arrangements secured by the Loan Documents designed to provide protection against fluctuations in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullinterest rates permitted hereunder. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower the Borrowers and cause to be paid all Fees, expenses, Taxes, Charges, costs (including insurance premiums in accordance with Section 5.4(a6.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by the Borrowers under this Agreement or any of the other Loan Documents if and to the extent the Borrowers fail to pay promptly any such amounts as and when due, after receipt of notice from Agent, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, applied to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the applicable provisions of Section 1.3(a1.2(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.31.2(b). As All payments shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. Subject to this Section 1.8, as to any other payment, and as to all payments made when an a Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Administrative Agent may deem advisable notwithstanding any previous entry by Administrative Agent in the Loan Account or any other books and records. In Subject to this Section 1.8, in the absence of a specific determination by Administrative Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agents' expenses reimbursable expenses then due hereunder; (2) to interest on the Revolving Loan, ratably in proportion to the interest accrued as to each Revolving Loan; (3) to principal payments on the Revolving Loan; and payable (4) to Agent pursuant to any of the Loan Documents; secondall other Obligations, to Fees and any other fees and reimbursable including expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Administrative Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principalinterest, other than principal of the Revolving Credit Advances, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate the Borrowing Base after giving effect to such charges. At Administrative Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower RepresentativeBorrowers, subject to the provisions of Section 1.3(a); and (iiiii) mandatory prepayments shall be applied as set forth in Section 1.31.3(c) or Section 1.3(b)(iv) as applicable. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s expenses reimbursable expenses then due and payable hereunder; (2) to Agent pursuant interest on the Loans, ratably in proportion to any of the Loan Documentsinterest accrued as to each Loan; second, (3) to Fees principal payments on the Loans and any other fees Obligations under any Secured Rate Contract and reimbursable expenses to provide cash collateral for Letter of Lenders then due and payable to Lenders pursuant to any of Credit Obligations in the Loan Documents; thirdmanner described in Annex B, to interest then due and payable on the Swing Line Loan; fourth, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifthLoans, to interest then due Obligations under any Secured Rate Contract and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (4) to all other Obligations not described in clauses first through seventhObligations, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) At any time an Event of Default under Section 8.1(a) has occurred and is continuing for at least ten (10) Business Days, Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if it being understood that in the amount of such event Agent charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and balance for any unpaid amount, the Swing Line Event of Default then in existence under Section 8.1(a) solely as a result of Borrowers’ failure to pay such amount shall be cured by such charge to Borrowers’ Revolving Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesbalance. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent Lender shall have the continuing and exclusive right to apply any and all such payments against the Obligations then due and payable Obligations, as Agent Lender may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsadvisable. In the absence of a specific determination by Agent Lender with respect thereto, payments from any Borrower the same shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses (a) then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders expenses; (b) then due and payable to Lenders pursuant to any of the Loan Documentsinterest payments; third, to interest (c) then due and payable on the Swing Line LoanObligations other than Fees, expenses and interest and principal payments; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest and (d) then due and payable principal payments on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and LendersLoan. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent Lender is authorized to, and at its sole election mayoption may (without notice or precondition and at any time or times), charge but shall not be obligated to, make or cause to the be made Revolving Loan balance Credit Advances on behalf of each Borrower and cause to be paid for: (x) payment of all Fees, expenses, Chargesindemnities, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and charges, costs, principal, interest, or other than principal of the Revolving Credit Advances, due and Obligations owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and Documents, (y) the payment, performance or satisfaction of any of Borrower's obligations with respect to preservation of the extent Borrowers fail to pay promptly Collateral or otherwise under this Agreement, or (z) any such amounts as and when duepremium in whole or in part required in respect of any of the policies of insurance required by this Agreement, even if the amount making of any such charges would exceed Borrowing Availability at such time or would cause Revolving Credit Advance causes the aggregate outstanding balance of the Revolving Credit Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate the Borrowing Base after giving effect Availability, and Borrower agrees to such charges. At Agent’s option and to the extent permitted by lawrepay immediately, in cash, any charges so made shall constitute part of amount by which the Revolving Credit Loan hereunderexceeds the Borrowing Availability.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject Subject to the provisions of Section 1.3(a); 4.2(g) and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. As to any other paymenth), upon the occurrence and as to all payments made when continuance of an Event of Default has occurred and is continuing or following Default, the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of such the Borrower, and each the Borrower hereby irrevocably agrees that Agent the Lender shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations of the Borrower and in repayment of the Loans as Agent the Lender may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsadvisable. In the absence of a specific determination by Agent the Lender with respect thereto, payments from any Borrower and prior to the occurrence and continuance of an Event of Default, the same shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses (i) then due and payable to Agent pursuant to any of the Loan DocumentsFees, expenses and other Obligations; second, to Fees and any other fees and reimbursable expenses of Lenders (ii) then due and payable to Lenders pursuant to any of interest payments on the Loan DocumentsTerm Loan; third, to interest (iii) then due and payable interest payments on the Swing Line LoanRevolving Loans; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest (iv) then due and payable principal payments on the Revolving Credit AdvancesTerm Loan; sixth, to the (v) amounts then outstanding principal balance of under the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex BLoan; and last (vi) Obligations to all Lender other Obligations not described in clauses first through sevenththan Fees, pro rata to the Agent expenses and Lendersinterest and principal payments. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent The Lender is authorized to, and at its sole election option may, charge make or cause to be made expenditures by the Revolving Loan balance Lender on behalf of each the Borrower and cause to be paid for payment of all Fees, expenses, Chargescharges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and costs, principal, interest or other than principal of the Revolving Credit Advances, Obligations then due and owing payable by Borrowers the Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when dueCredit Documents, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower agrees to exceed immediately reimburse the Lender for such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunderamounts.

Application and Allocation of Payments. (ai) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business regularly scheduled payments then due shall be appliedapplied to those scheduled payments, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a2.3(a); , and (iii) mandatory prepayments shall be applied as set forth in Section 1.3Sections 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each . All voluntary prepayments shall be applied as directed by Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsRepresentative. In the absence all circumstances after an Event of a specific determination by Agent with respect theretoDefault, all payments from any Borrower and proceeds of Collateral shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable expenses then due hereunder and payable to Agent pursuant all obligations owing to Agent, any of Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; fourth(5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of each Loan and the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, ; (6) to provide cash collateral therefor in the manner set forth in Annex Bpayment of the Bank Products Obligations then due and payable; and last (7) to all other Obligations not described in clauses first through seventhObligations, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 12.3. (bii) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including including, insurance premiums in accordance with Section 5.4(a6.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by such Borrowers under this Agreement or any of the other Loan Documents Documents, if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate the Borrowing Base after giving effect to such chargescharges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (iii) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(b)(i) and 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such any Borrower, . All payments made when an Event of Default has occurred and each Borrower hereby irrevocably agrees that Agent shall have the is continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and reimbursable expenses of the Senior Agents (and GE Capital to the extent it is the sub-agent for the CapitalSource Agent) then due and payable to Agent pursuant to any of the Loan DocumentsDocuments and the CapitalSource Loan Documents allocated ratably based on their pro rata shares of such amounts; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest and Fees then due and payable on the Swing Line Loan; fourthLoans and the CapitalSource Term Loan (including without limitation any fee required under Section 1.9(d) of this Agreement and Section 1.9(d) of the CapitalSource Credit Agreement), allocated to the Lenders and the CapitalSource Lenders based upon their pro rata shares of such interest and Fees; (3) to principal payments on the Loans and the CapitalSource Term Loan and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B and to pay amounts owing with respect to Secured Hedging Agreements, ratably to the aggregate, combined principal balance of the Swing Line Loan until Loans, the same has been repaid in full; fifthCapitalSource Term Loan, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, Obligations and amounts owing with respect to provide cash collateral therefor in the manner set forth in Annex BSecured Hedging Agreements; and last (4) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B Section 11.3 and all obligations other CapitalSource Obligations including expenses of such Borrower CapitalSource Lenders to the extent reimbursable under its Hedging Agreements have been paid in fullSection 11.3 of the CapitalSource Credit Agreement. All payments by the Borrowers with respect to the Term Loan shall be made with a concurrent and proportionate payment on the CapitalSource Term Loan as if the CapitalSource Term Loan was funded as a portion of the Term Loan under this Agreement. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower Borrowers and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers under this Agreement or any of the other Loan Documents or under the CapitalSource Credit Agreement or any of the other CapitalSource Loan Documents (and, if Agent makes such an election to charge the Revolving Loan, Agent shall use any proceeds from such Revolving Loan on a pro rata basis to pay all fees, expenses, charges, costs, interest, and principal on a pro rata basis among such amounts owing under this Agreement and the Loan Documents and such amounts owing under the CapitalSource Credit Agreement and CapitalSource Loan Documents) if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause time, provided, however, that if no Event of Default has occurred and is continuing, the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower foregoing provision shall not apply to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesCharges being contested in good faith by appropriate proceedings. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations of Borrower and in repayment of the Revolving Credit Loan and Letter of Credit Obligations, as Agent may deem advisable advisable, notwithstanding any previous entry by Agent in upon the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower the same shall be applied to amounts then due and payable in the following order: first, (i) to Fees and reimbursable expenses then due and payable Fees and expenses payable to Agent pursuant or any Lender; (ii) to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable interest payments; (iii) to Lenders pursuant Obligations other than Fees, expenses and interest and principal payments; and (iv) to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable payments on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and LendersLoan. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election option may, charge make or cause to the be made Revolving Loan balance Credit Advances on behalf of each Borrower and cause to be paid for payment of all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and costs, principal, interest or other than principal of the Revolving Credit Advances, due and Obligations owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to promptly pay promptly any such amounts as and when due, even if the amount of such charges Revolving Credit Advance would cause total Revolving Credit Advances to exceed Borrowing Availability at such time or would cause the aggregate balance of the Maximum Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesCredit Loan. At Agent’s 's option and to the extent permitted by law, any charges advances so made shall constitute be deemed Revolving Credit Advances constituting part of the Revolving Credit Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.31.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its applicable Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, Borrower and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent unless expressly stated otherwise in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect theretothis Agreement, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loans, ratably in proportion to the interest accrued as to each Loan; fourth, (3) to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable payments on the Revolving Credit Advances; sixthLoans, ratably in proportion to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex Beach Loan; and last (4) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower RepresentativeBorrower, subject to the provisions of Section 1.3(a); and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of or Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth(3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due other Loans and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations; and (6) to all other Obligations including expenses of Lenders to the extent reimbursable under Section 11.3; provided, to provide cash collateral therefor however, that mandatory prepayments as described in Section 1.3(b)(v) shall be applied in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenderstherein. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, -14- costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So Subject to the terms of any applicable Intercreditor Agreement (if any), so long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business regularly scheduled payments then due shall be appliedapplied to those scheduled payments, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a2.3(a); , and (iii) mandatory prepayments shall be applied as set forth in Section 1.3Sections 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other mandatory payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative; provided, however, any voluntary repayment of the Revolving Credit Advances will be made pro rata between Revolver 1 Credit Advances and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations Revolver 2 Credit Advances (or otherwise as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsrequired hereunder). In the absence all circumstances, subject to any applicable Intercreditor Agreement (if any), after an Event of a specific determination by Agent with respect theretoDefault, all payments from any Borrower and proceeds of Collateral shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable expenses then due hereunder and payable to Agent pursuant all obligations owing to Agent, Swing Line Lender, any of L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line LoanLoans; fourth(3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans and Secured Hedging Obligations, ratably in proportion to the interest accrued as to each Loan and Secured Hedging Obligations; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations) and Secured Hedging Obligations, ratably in proportion to the principal balance of each Loan, each Secured Hedging Obligation and the Swing Line Loan until the same has been repaid in full; fifthLetter of Credit Obligations (provided, however, that any payments and proceeds of Eligible Corporate Aircraft and Eligible Real Estate shall be applied first to interest then due and payable principal payments on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Revolver 1 Credit Advances until the same has been paid in full; seventh, full and then to any principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations) and Secured Hedging Obligations, ratably in proportion to provide cash collateral therefor in the manner set forth in Annex Bprincipal balance of each Loan, each Secured Hedging Obligation and the Letter of Credit Obligations); (6) to the payment of the Bank Products Obligations then due and last payable; (7) to all other Obligations not described in clauses first through seventhObligations, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time including expenses of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and Lenders to the extent Borrowers fail reimbursable under Section 12.3. Notwithstanding anything to pay promptly any such amounts as and when duethe contrary contained herein, even if at all times after the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance acceleration of the Revolving Obligations, a Commitment Termination Date, the failure to comply with the requirements under Section 7.10 or any Event of Default arising under Section 9.1(a), (h), (k) or (l), payments and proceeds of Collateral shall be applied as follows: (A) to Fees and Agent’s and the Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan and Documents; (B) to interest on the Swing Line Loan of any Borrower Loans; (C) to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to principal payments on the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.Swing Line Loans;

Application and Allocation of Payments. (a) So long Section 2.19(a)(ii)(A) of the Credit Agreement is hereby amended by deleting it in its entirety and by substituting therefor as no Event follows: (A) except as provided in clause (C) of Default has occurred this Section 2.19(a)(ii), with respect to Revolving Priority Collateral and is continuingProceeds thereof and payments made using Revolving Priority Collateral and Proceeds thereof (other than payments made using proceeds of Revolving Credit Loans), (i1) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, ratably to pay the Obligations in respect of any fees (including any fees or charges assessed by the Issuing Lender), expense reimbursements, indemnities and other amounts then due to the Agents or the Issuing Lender until paid in full; (2) second, ratably to pay the Obligations in respect of any fees (including Letter of Credit fees payable in connection with any Letters of Credit, but excluding any Applicable Prepayment Premium), expense reimbursements and indemnities then due to the Revolving Credit Lenders until paid in full; (3) third, to pay interest due in respect of the Collateral Agent Advances then due to the Collateral Agent until paid in full; (4) fourth, to pay principal of the Collateral Agent Advances then due to the Collateral Agent until paid in full; (5) fifth, to pay interest due in respect of the Swing Line Loans to the Swing Line Loan andLender until paid in full; (6) sixth, secondto pay principal of the Swing Line Loans to the Swing Line Lender until paid in full; (7) seventh, ratably to pay interest due in respect of the Revolving Credit Loans and unreimbursed L/C Disbursements then due to the Revolving Credit Lenders until paid in full; (8) eighth, ratably to pay (x) principal of the Revolving Credit Loans then due to the Revolving Credit Lenders until paid in full, (y) unreimbursed L/C Disbursements to the Issuing Lender and/or the Revolving Credit Lenders, as applicable, until paid in full (or, to the Revolving Loanextent such reimbursement obligations in respect of Letters of Credit are contingent, to provide cash collateral in an amount equal to 105% of the Letter of Credit Usage to the Administrative Agent for the benefit of the Issuing Lender), and (z) to the Administrative Agent, for the benefit of the Bank Product Providers, to be held as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default; (ii9) voluntary prepayments shall ninth, ratably to pay the Obligations in respect of any fees (excluding any Applicable Prepayment Premium), expense reimbursements and indemnities then due to the Term Loan Lenders until paid in full; (10) tenth, ratably to pay interest due in respect of the Term Loans until paid in full; (11) eleventh, ratably to pay principal of the Term Loans until paid in full; (12) twelfth, to the Administrative Agent, to be applied held by it, for the benefit of the Bank Product Providers, as cash collateral in an amount determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Administrative Agent in its Permitted Discretion as the amount necessary to secure the Loan Account or Parties’ Obligations in respect of the then outstanding Bank Products; (13) thirteenth, ratably to pay any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts Applicable Prepayment Premium then due and payable in respect of the following order: firstRevolving Credit Facility until paid in full; (14) fourteenth, ratably to Fees and reimbursable expenses pay any Applicable Prepayment Premium then due and payable to Agent pursuant to any in respect of the Loan DocumentsTerm Loans until paid in full; secondand (15) fifteenth, to Fees and any the ratable payment of all other fees and reimbursable expenses of Lenders Obligations then due and payable to Lenders pursuant to any until paid in full;” (b) Section 2.19(a)(ii)(B) of the Credit Agreement is hereby amended by deleting it in its entirety and by substituting therefor as follows: “(B) except as provided in clause (C) of this Section 2.19(a)(ii), with respect to Term Priority Collateral and Proceeds thereof and payments made using Term Priority Collateral and Proceeds thereof, (1) first, ratably to pay the Obligations in respect of any fees (including any fees or charges assessed by the Issuing Lender), expense reimbursements, indemnities and other amounts then due to the Agents or the Issuing Lender, until paid in full; (2) second, ratably to pay the Obligations in respect of any fees (excluding any Applicable Prepayment Premium), expense reimbursements and indemnities then due to the Term Loan DocumentsLenders until paid in full; (3) third, to pay interest due in respect of the Collateral Agent Advances then due and payable on to the Swing Line LoanCollateral Agent until paid in full; (4) fourth, to pay principal of the Collateral Agent Advances then due to the Collateral Agent until paid in full; (5) fifth, ratably to pay interest due in respect of the Term Loans until paid in full; (6) sixth, ratably to pay principal balance of the Term Loans until paid in full; (7) seventh, ratably to pay the Obligations in respect of any fees (including Letter of Credit fees payable in connection with any Letters of Credit, but excluding any Applicable Prepayment Premium), expense reimbursements and indemnities then due to the Revolving Credit Lenders until paid in full; (8) eighth, ratably to pay interest due in respect of the Swing Line Loan Loans to the Swing Line Lender until the same has been repaid paid in full; fifth(9) ninth, ratably to interest then due and payable on pay principal of the Revolving Credit Advances; sixth, Swing Line Loans to the outstanding principal balance Swing Line Lender until paid in full; (10) tenth, ratably to pay interest due in respect of the Revolving Credit Advances Loans and unreimbursed L/C Disbursements then due to the Revolving Credit Lenders until the same has been paid in full; seventh(11) eleventh, ratably to pay (x) principal of the Revolving Credit Loans then due to the Revolving Credit Lenders until paid in full, (y) unreimbursed L/C Disbursements to the Issuing Lender and/or the Revolving Credit Lenders, as applicable, until paid in full (or, to any Letter the extent such reimbursement obligations in respect of Letters of Credit Obligationsare contingent, to provide cash collateral therefor in an amount equal to 105% of the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata Letter of Credit Usage to the Administrative Agent for the benefit of the Issuing Lender), and Lenders. Notwithstanding (z) to the foregoingAdministrative Agent, iffor the benefit of the Bank Product Providers, at to be held as cash collateral in an amount up to the time amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default; (12) twelfth, ratably to pay any application of any such payment the Commitment Termination Date has occurred, amounts Applicable Prepayment Premium then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis and payable in applications referred to in clauses sixth and seventh, respect of the Term Loans until all Revolving Credit Advances have been paid in full; (13) thirteenth, all Letter of Credit Obligations have been fully cash collateralized ratably to pay any Applicable Prepayment Premium then due and payable in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal respect of the Revolving Credit AdvancesFacility until paid in full; (14) fourteenth, to the ratable payment of all other Obligations (other than Bank Product Obligations) then due and owing payable until paid in full; and (15) fifteenth, to the Administrative Agent, to be held by Borrowers under this Agreement or any it, for the benefit of the other Loan Documents if and to Bank Product Providers, as cash collateral in an amount determined by the extent Borrowers fail to pay promptly any such amounts Administrative Agent in its Permitted Discretion as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause necessary to secure the aggregate balance Loan Parties’ Obligations in respect of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part then outstanding Bank Products; and” (c) Section 2.19(a)(ii)(C) of the Revolving Loan hereunder.Credit Agreement is hereby amended by deleting it in its entirety and by substituting therefor as follows:

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, applied to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower RepresentativeBorrower, subject to the provisions of Section SECTION 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3SECTION 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any each other payment, and as to all payments made when an a Default or Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrower as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent's expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to (2) interest then due and payable on the Swing Line Loans, ratably in proportion to the interest accrued as to each Loan; fourth(3) to principal payments on the Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in ANNEX B, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due Loans and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (4) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSECTION 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section SECTION 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to promptly pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the aggregate Revolving Loan and the Swing Line Loan of any Borrower to exceed Borrowing Availability; PROVIDED, HOWEVER, that prior to an occurrence of an Event of Default, Agent shall not make Revolving Credit Advances to pay any such Borrower’s separate Borrowing Base after giving effect to such chargesFees, expenses, Charges, costs, and interest and principal in excess of the amounts set forth in the Cash Flow Budget. At Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a1.2(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.31.2(b) and (c). All payments and prepayments applied to a particular Term Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share Outstanding of such Term Loan. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Maturity Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, to Fees and Agent's and Lenders' expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable interest on the Term Loans, ratably in proportion to Lenders pursuant the interest accrued as to any of the Loan Documentseach Term Loan; third, to interest then due and payable principal payments on the Swing Line Loan; fourthTerm Loans, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex BTerm Loans; and last fourth, to all other Obligations not described in clauses first through seventhObligations, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time including expenses of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and Lenders to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunderreimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by Borrower RepresentativeBorrower, subject to the provisions of Section 1.3(a); and -------------- (iii) mandatory prepayments shall be applied as set forth in Section 1.31.3(c). All -------------- payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of or Default has occurred and is continuing or following the Commitment Termination DateDate (including all proceeds of Collateral), each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, the (1) to Fees and Agent's expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line other Loans, ratably in proportion to the interest accrued as to each Loan; fourth(3) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of ------- the Swing Line Loan until the same has been repaid in full; fifth, to interest then due other Loans and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (4) to all other Obligations not described in clauses first through seventhObligations, pro rata including expenses of Lenders to the Agent extent reimbursable under Section 11.3 but excluding Rate Management Obligations; and Lenders. Notwithstanding the foregoing, if, at the time of (5) to any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share Rate ------------ - Management Obligations (i) on a pro rata ratable basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullbased upon respective amounts thereof). (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the -------------- Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall shall, subject to paragraph (f) of Annex C, be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; and (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in paragraphs (b) through (f) of Section 1.3. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Administrative Agent may deem advisable notwithstanding any previous entry by Administrative Agent in the Loan Account or any other books and records. In the absence of a specific determination by Administrative Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agents’ expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth, (3) to the principal balance of payments on the Swing Line Loan until the same has been repaid in fullLoan; fifth, (4) to interest then due and payable on the Revolving Credit Advances; sixthLoans, ratably in proportion to the outstanding interest accrued as to each Loan; (5) to principal payments on the Revolving Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Loans and outstanding Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (6) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Administrative Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including expenses incurred in connection with payment of premiums on insurance premiums policies referred to in accordance with Section 5.4(a)5.8) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Administrative Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.31.2(a). As All payments shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. Subject to this Section 1.8, as to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In Subject to this Section 1.8, in the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s expenses reimbursable expenses then due hereunder; (2) to interest on the Revolving Loan, ratably in proportion to the interest accrued as to each Revolving Loan; (3) to principal payments on the Revolving Loan; and payable (4) to Agent pursuant to any of the Loan Documents; secondall other Obligations, to Fees and any other fees and reimbursable including expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expensesexpenses reimbursable hereunder, Charges, costs reimbursable hereunder (including insurance premiums in accordance with Section 5.4(a)) and interest and principalinterest, other than principal of the Revolving Credit Advances, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, but not prior to the expiration of any cure period and provided that Agent provides reasonably detailed written invoices to Borrowers, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan andLoan, second, to the Tranche A Revolving LoanCredit Advances, third, to provide cash collateral for Letter of Credit Obligations in the manner set forth in Annex B, and fourth, to the Tranche B Revolving Credit Advances subject to the provisions of Section 1.1(a)(iii); (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.31.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsrecords for so long as an Event of Default has occurred and is continuing. In all circumstances, after acceleration or maturity of the absence Obligations, all payments and proceeds of a specific determination by Agent with respect thereto, payments from any Borrower Collateral shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth(3) to principal payments on the Swing Line Loan; (4) to interest on the Tranche A Revolving Loan; (5) to principal payments on the Tranche A Revolving Loan and to provide cash collateral for contingent Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the Swing Line Tranche A Revolving Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, ; (6) to provide cash collateral therefor in interest on the manner set forth in Annex BTranche B Revolving Loan; (7) to principal payments on the Tranche B Revolving Loan; and last (8) to all other Obligations not described in clauses first through seventhObligations, pro rata including expenses of Lenders to the Agent extent reimbursable under Section 11.3 and Lenders. Notwithstanding the foregoingany Obligations under any Secured Rate Contract, if, at the time of any application of any ratably to all such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullObligations. (b) Agent is authorized to, and at its sole election may, charge to the Tranche A Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Tranche A Revolving Credit AdvancesLoan, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Tranche A Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no -------------------------------------- Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iiiii) mandatory prepayments shall be -------------- applied as set forth in Section 1.3. As to any each other payment, and as to all ----------- payments made when an a Default or Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, the (1) to Fees and Agent's expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth(3) to principal payments on the Swing Line Loan; (4) to interest on the Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal ------- balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due other Loans and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (6) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lendersextent reimbursable under Section 11.3. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full.------------ (b) Administrative Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other --------------- than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to promptly pay promptly any such amounts as and when due, even if the amount of such charges would cause the balance of the aggregate Revolving Credit Advances and the Swing Line Loan to exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower less 65% of Eligible Trade L/C ---- Obligations of such Borrower to exceed such Borrower’s 's separate Borrowing Base after giving effect to such chargesBase. At Administrative Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So Subject to the terms of the Intercreditor Agreement and to the extent not required to be used to prepay Term Loan Obligations under the Term Loan Credit Agreement, so long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business regularly scheduled payments then due shall be appliedapplied to those scheduled payments, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a2.3(a); , and (iii) mandatory prepayments shall be applied as set forth in Section 1.3Sections 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other mandatory payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative; provided, however, any voluntary repayment of the Revolving Credit Advances will be made pro rata between Revolver 1 Credit Advances and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations Revolver 2 Credit Advances (or otherwise as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsrequired hereunder). In all circumstances, subject to the absence Intercreditor Agreement, after an Event of a specific determination by Agent with respect theretoDefault, all payments from any Borrower and proceeds of Collateral shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable expenses then due hereunder and payable to Agent pursuant all obligations owing to Agent, Swing Line Lender, any of L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line LoanLoans; fourth(3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans and Secured Hedging Obligations, ratably in proportion to the interest accrued as to each Loan and Secured Hedging Obligations; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations) and Secured Hedging Obligations, ratably in proportion to the principal balance of each Loan, each Secured Hedging Obligation and the Swing Line Loan until the same has been repaid in full; fifthLetter of Credit Obligations (provided, however, that any payments and proceeds of Eligible Corporate Aircraft and Eligible Real Estate shall be applied first to interest then due and payable principal payments on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Revolver 1 Credit Advances until the same has been paid in full; seventh, full and then to any principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations) and Secured Hedging Obligations, ratably in proportion to provide cash collateral therefor in the manner set forth in Annex Bprincipal balance of each Loan, each Secured Hedging Obligation and the Letter of Credit Obligations); (6) to the payment of the Bank Products Obligations then due and last payable; (7) to all other Obligations not described in clauses first through seventhObligations, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time including expenses of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and Lenders to the extent Borrowers fail reimbursable under Section 12.3. Notwithstanding anything to pay promptly any such amounts as and when duethe contrary contained herein, even if at all times after the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance acceleration of the Revolving Loan and Obligations, a Commitment Termination Date, the Swing Line Loan failure to comply with the requirements under Section 7.10 or any Event of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by lawDefault arising under Section 9.1(a), any charges so made shall constitute part of the Revolving Loan hereunder.(e) (solely with respect an “Event of

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.31.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account Register or any other books and records. In all circumstances, after acceleration or maturity of the absence Obligations, all payments and proceeds of a specific determination by Agent with respect thereto, payments from any Borrower Collateral shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth(3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for contingent Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due other Loans and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (6) to all other Obligations not described in clauses first through seventhincluding, pro rata without limitation, the unpaid Bank Product Obligations, and expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Swingline Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by the Borrower Representative, subject to the provisions of Section 1.3(a)2.9; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.32.10. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Applicable Percentage. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Datecontinuing, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that the Administrative Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of the Borrowers as Administrative Agent may deem advisable notwithstanding any previous entry by the Administrative Agent in the Loan Account or any other books and records. In Upon the absence occurrence and during the continuation of a specific determination by Agent with respect theretoan Event of Default, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, to Fees (excluding the Commitment Fee and Letter of Credit Participation Fees), and the Administrative Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of interest on the Loan DocumentsSwingline Loan; third, to interest then due and payable principal payments on the Swing Line Swingline Loan; fourth, to the Commitment Fee, the Letter of Credit Participation Fee and interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; fifth, to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Section 2.18, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due other Loans and payable on the Revolving outstanding Letter of Credit AdvancesObligations; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit all other Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth Section 9.4; and seventh, until all Revolving Credit Advances have been paid the remaining balance thereof, if any, shall be returned to the Borrower Representative, except in full, all Letter the case where the maturity date of Credit the Obligations have been fully cash collateralized accelerated pursuant to Article VII or deemed accelerated pursuant to paragraphs (g) or (h) of Article VII and any Obligations remain outstanding. Each prepayment of Revolving Loans (to the extent the commitments are reduced or terminated in connection therewith) and any prepayment of the manner set forth Term Loan after acceleration of the maturity date thereof applied pursuant to this Section 2.14(a), in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fulleach case shall be accompanied by the corresponding Prepayment Fee pursuant to Section 2.5(d) determined with respect to the amount so prepaid. (b) The Administrative Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each the Borrower and cause to be paid all Fees, expenses, Chargescharges, costs (including insurance premiums in accordance with Section 5.4(a5.2(e)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by the Borrowers under this Agreement or any of the other Loan Documents if and to the extent the Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At the Administrative Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan Loans hereunder. (c) Except as required under Section 2.12 and subject to Section 2.10 and except as otherwise expressly provided in this Agreement, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans and Letter of Credit Obligations, each payment of the Commitment Fees or Letter of Credit Participation Fees, each reduction of the Revolving Credit Commitments and each refinancing of any Borrowing with, conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall be allocated (except in the case of Swingline Loans) pro rata among the Lenders in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their applicable outstanding Loans or participations in Letter of Credit Obligations, as applicable). Each Lender agrees that in computing such Lender’s portion of any Borrowing of Loans or participations in Letter of Credit Obligations, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing of Loans or participations in Letter of Credit Obligations, computed to the next higher or lower whole dollar amount.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by Borrower RepresentativeBorrower, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of Default has occurred and is continuing or following the Revolving Commitment Termination Date and/or the Acquisition Termination Date, each as applicable, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loans, ratably in proportion to the interest accrued as to each Loan; fourth(3) to principal payments on the Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due Loans and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (4) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Revolving Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. As to any other payment, and hereby irrevocably waives as to all payments made when an Event of Default has occurred from and is continuing or following after the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all such payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In Subject to Section 8.2, in the absence of a specific determination by Agent with respect theretothereto after the Commitment Termination Date and in all other instances (except as otherwise expressly provided herein), payments from any Borrower shall be applied to amounts then due and payable in the following orderorder of priority, in each instance until all Obligations having a higher priority have been paid in full: first, (1) to Fees and Agent’s expenses reimbursable expenses then due and payable hereunder; (2) to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to accrued interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, (3) to the outstanding principal balance of the Swing Line Loan; (4) to accrued interest on the Revolving Credit Advances until the same has been paid in fullLoans that are Index Rate Loans; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata (5) to the Agent and Lenders. Notwithstanding principal balance of the foregoing, if, at Revolving Loans that are Index Rate Loans; (6) to accrued interest on the time Revolving Loans that are LIBOR Rate Loans; (7) to the principal balance of any application of any such payment the Revolving Loans that are LIBOR Rate Loans; (8) if the Commitment Termination Date has occurredoccurred or if L/C Availability is less than zero, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all cash collateralize Letter of Credit Obligations have been fully cash collateralized and Eligible Trade L/C Obligations in the manner set forth described in Annex Schedule B, (9) to interest on the Term Loan B, (10) to the principal of the Term Loan B and (11) to all obligations other Obligations then due and payable including expenses of such Borrower Lenders reimbursable under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Swing Line Loan to the extent such charge would not cause the Swing Line Loan balance to exceed the Swing Line Commitment and then to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to promptly pay promptly any such amounts as and when within three (3) Business Days after the date on which such payment is due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesAvailability. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Swing Line Loan or Revolving Loan hereunder. (c) If a Default or an Event of Default has occurred and is continuing, in addition to any other right or remedy, and without implying any obligation to continue to make Loans and Advances, Agent may in its sole and absolute discretion, impose a Reserve against Borrowing Availability for interest, Fees and expenses due and payable or which will become due and payable hereunder on the next respective payment dates therefor. (d) Subject to Section 1.11(a) above, if Borrower pays less than all of the interest due hereunder on any Interest Payment Date, Agent shall apply such partial payment ratably to all interest then due hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by the applicable Borrower and directed by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(b) and (c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In The Borrowers acknowledge and agree that, in the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent's expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the US Swing Line Loans and European Swing Line Loans, ratably in proportion to the interest accrued as to each such Loan; fourth(3) to principal payments on the US Swing Line Loans and European Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable payments on the Revolving Credit Advancesother Loans; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, (6) to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all for Letter of Credit Obligations have been fully cash collateralized in the manner set forth described in Annex B B, and (7) to all obligations other Obligations, including expenses of such Borrower Lenders to the extent reimbursable under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent is authorized to, and at its sole election may, charge to the applicable US Revolving Loan balance on behalf of each US Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the such US Revolving Credit AdvancesLoan, due and owing by Borrowers US Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail US Borrower fails to pay promptly any such amounts as and when due, even if the amount of . Agent shall use reasonable efforts to provide Borrower Representative with notice prior to charging such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower amounts but failure to exceed such Borrower’s separate Borrowing Base after giving do so shall not effect its rights to such chargesso charge. At Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the applicable US Revolving Loan hereunder. (c) Agent is authorized to, and at its sole election may, charge to the applicable European Revolving Loan balance on behalf of European Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of such European Revolving Loan, owing by European Borrower under this Agreement or any of the other Loan Documents if and to the extent European Borrower fails to pay promptly any such amounts as and when due. Agent shall use reasonable efforts to provide Borrower Representative with notice prior to charging such amounts but failure to do so shall not effect its rights to so charge. At Agent's option and to the extent permitted by law, any charges so made shall constitute part of the applicable European Revolving Loan hereunder. (d) Upon the exercise of any rights and remedies by Agent under any of the Loan Documents with respect to Collateral pledged by any US Credit Party to secure the Obligations of the US Credit Parties after an Event of Default shall have occurred and be continuing, any and all Proceeds received by Agent pursuant to any of the Loan Documents with respect to such Collateral shall be applied and distributed by Agent in the following order: (i) to Fees and expenses of the Agent reimbursable hereunder that have been allocated to the US Credit Parties as determined by Agent; (ii) to interest on the US Revolving Loan and the US Term Loan ratably in proportion to interest accrued thereon; (iii) to principal of the US Revolving Loan and the US Term Loan; (iv) to all other Obligations of the US Credit Parties to the Lenders to the extent reimbursable under Section 11.3; (v) to interest on the European Revolving Loan and the European Term Loan ratably in proportion to interest accrued thereon; (vi) to principal of the European Revolving Loan and the European Term Loan ratably in proportion to the outstanding principal amounts thereof; (vii) to all other Obligations of the European Credit Parties to the Lenders to the extent reimbursable under Section 11.3; and (viii) to the US Borrower or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (e) Upon the exercise of any rights and remedies by Agent under any of the Loan Documents with respect to Collateral pledged by any European Credit Party to secure the Obligations of the European Credit Parties after an Event of Default shall have occurred and be continuing, any and all Proceeds received by Agent pursuant to any of the Loan Documents with respect to such Collateral shall be applied and distributed by Agent in the following order: (i) to Fees and expenses of the Agent reimbursable hereunder that have been allocated to the European Credit Parties as determined by Agent; (ii) to interest on the European Revolving Loan and the European Term Loan, ratably in proportion to the accrued interest thereon; (iii) to principal payments on the European Revolving Loan and the European Term Loan, ratably in proportion to the outstanding amounts thereof; (iv) to all other Obligations of the European Lenders to the extent reimbursable under Section 11.3; (v) subject to Section 5.11 to the extent such European Credit Party has guaranteed or secured the payment of the US Revolving Loan and the US Term Loan, (x) to interest on the US Revolving Loan and the US Term Loan, ratably in proportion to the accrued interest thereon, (y) then to the principal of the US Revolving Loan and the US Term Loan, ratably in proportion to the outstanding amounts thereof, and (z) then to all other obligations of the US Credit Parties to the Lenders to the extent reimbursed under Section 11.3; and (vi) to the European Borrower or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (f) All payments with respect to or on account of the US Term Loan, except payments matching specific scheduled payments thereof, shall be made to the US Term A Loan and US Term B Loan on a pro rata basis.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.31.2(a). As Subject to this Section 1.8, as to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent Lender may deem advisable notwithstanding any previous entry by Agent Lender in the Loan Account or any other books and records. In Subject to this Section 1.8, in the absence of a specific determination by Agent Lender with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixthLoan, ratably in proportion to the outstanding interest accrued as to each Revolving Loan; (3) to principal balance of payments on the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex BLoan; and last (4) to all other Obligations not described in clauses first through seventhObligations, pro rata including expenses of Lender to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.2. (b) Agent Lender is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principalinterest, other than principal of the Revolving Credit Advances, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At AgentLender’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(b) and 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In all circumstances, after acceleration or maturity of the absence Obligations, all payments and proceeds of a specific determination by Agent with respect thereto, payments from any Borrower Collateral shall be applied to amounts then due and payable in the following order: first(1) to reimburse the L/C Issuer for all unreimbursed draws or payments made by it under Letters of Credit, (2) to Fees and Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (3) to interest then due and payable on the Swing Line Loan; fourth(4) to principal payments on the Swing Line Loan; (5) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (6) to principal payments on the other Loans and any Obligations under any Secured Rate Contract and to provide cash collateral for contingent Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifthother Loans, to interest then due Obligations under any Secured Rate Contract and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (7) to all other Obligations not described in clauses first through seventhObligations, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance if Credit Parties fail to comply with the obligations under Section 5.4(a)5.4) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; and (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section Sections 1.3(c) and 1.3 (d) All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth(3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due other Loans and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (6) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments for costs, interest or fees then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on Revolving Loans; (3) to principal payments on the Swing Line Loan; fourthLoans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due Loans and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (4) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)5.2) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts the Collateral received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, applied to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section SECTION 1.3(a); and (iii) mandatory 8 prepayments shall be applied as set forth in Section 1.3SECTIONS 1.3(c) AND 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent's expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loans, ratably in proportion to the interest accrued as to each Loan; fourth(3) to principal payments on the Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in ANNEX B, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due Loans and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (4) to all other Obligations not described in clauses first through seventhObligations, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSECTION 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section SECTION 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, applied to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(c) and 1.3(d). All payments and prepayments applied to the Revolving Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrower as Agent Lender may deem advisable notwithstanding any previous entry by Agent Lender in the Loan Account or any other books and records. In the absence of a specific determination by Agent Lender with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Lender's expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Loan; (3) to principal payments on the Revolving Loan and to provide cash collateral for Letter of Credit Advances; sixthObligations in the manner described in Annex B, ratably to the outstanding aggregate, combined principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Loans and outstanding Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (4) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lender to the Agent and Lendersextent reimbursable under Section 10.3. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent Lender is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when dueDocument, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the aggregate Revolving Loan and the Swing Line Loan of any to Borrower to exceed such Borrower’s separate Borrowing Base Availability after giving effect to such charges. At Agent’s Lender's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; provided that payments shall first be applied to any Index Rate Loan and next to any LIBOR Loan, and upon satisfaction in full of all Obligations, to Borrowers or as otherwise required by law; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(c) and 1.3(d). As All payments and prepayments applied to any other payment, and a particular Loan shall be applied ratably to the portion thereof held by each Lender as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry determined by Agent in the Loan Account or any other books and recordsits Pro Rata Share. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth, (3) to the principal balance of payments on the Swing Line Loan until the same has been repaid in fullLoan; fifth, (4) to interest then due and payable on the Revolving Credit AdvancesLoan; sixth, (5) to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in fullLoan; seventh, (6) to any Letter of Credit Obligations, Obligations to provide cash collateral therefor in the manner set forth in Annex B; (7) to interest on the Term Loan; (8) to the principal balance of the Term Loan; and last (9) to all other Obligations not described in clauses first through seventhObligations, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower Borrowers and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Excess Revolver Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.31.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its applicable Pro Rata Share, except as otherwise provided in Section 1.3(a) and Section 1.3(b) if a Term Lender declines a partial prepayment of the Term Loan or if a partial prepayment is made pursuant to Section 1.3(b)(vii). As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, Borrower and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent unless expressly stated otherwise in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect theretothis Agreement, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent's expenses reimbursable expenses then due hereunder; (2) to interest on the Loans, unpaid Swap Related Reimbursement Obligations, and payable unpaid Hedging Obligations of Borrower to Agent a Lender pursuant to an interest rate protection agreement entered into in accordance and solely to comply with Section 5.10 with any Lender, ratably in proportion to the interest accrued as to each Loan, unpaid Swap Related Reimbursement Obligations, and unpaid Hedging Obligations of the Loan Documents; second, Borrower to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders a Lender pursuant to an interest rate protection agreement entered into in accordance and solely to comply with Section 5.10 with any of the Loan DocumentsLender, as applicable; third, (3) to interest then due and payable principal payments on the Swing Line Loan; fourthLoans, unpaid Swap Related Reimbursement Obligations, and unpaid Hedging Obligations of Borrower to the principal balance of the Swing Line Loan until the same has been repaid a Lender pursuant to an interest rate protection agreement entered into in full; fifthaccordance and solely to comply with Section 5.10 with any Lender, to interest then due and payable on the Revolving Credit Advances; sixth, ratably in proportion to the outstanding principal balance of the Revolving Credit Advances until the same has been paid each Loan, unpaid Swap Related Reimbursement Obligations and Hedging Obligations of Borrower to a Lender pursuant to an interest rate protection agreement entered into in full; seventhaccordance and solely to comply with Section 5.10 with any Lender, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex Bas applicable; and last (4) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth(3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due other Loans and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (6) to all other Obligations not described in clauses first through seventhObligations, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.31.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other unscheduled payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner order set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 1.3(c). (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principalinterest, other than principal of the Revolving Credit Advances, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Swingline Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by the Borrower Representative, subject to the provisions of Section 1.3(a)2.9; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.32.10. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Applicable Percentage. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Datecontinuing, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that the Administrative Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of the Borrowers as Administrative Agent may deem advisable notwithstanding any previous entry by the Administrative Agent in the Loan Account or any other books and records. In the absence of a specific determination by the Administrative Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, to Fees and the Administrative Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of interest on the Loan DocumentsSwingline Loan; third, to interest then due and payable principal payments on the Swing Line Swingline Loan; fourth, to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; fifth, to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Section 2.18, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due other Loans and payable on the Revolving outstanding Letter of Credit AdvancesObligations; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit all other Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth Section 9.4; and seventh, until all Revolving Credit Advances have been paid the remaining balance thereof, if any, shall be returned to the Borrower Representative, except in full, all Letter the case where the maturity date of Credit the Obligations have been fully cash collateralized accelerated pursuant to Article VII or deemed accelerated pursuant to paragraphs (g) or (h) of Article VII and any Obligations remain outstanding. Each prepayment of Revolving Loans (to the extent the commitments are reduced or terminated in connection therewith) and any prepayment of the manner set forth Term Loan after acceleration of the maturity date thereof applied pursuant to this Section 2.14(a), in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fulleach case shall be accompanied by the corresponding prepayment fee pursuant to Section 2.5(d) determined with respect to the amount so prepaid. (b) The Administrative Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each the Borrower and cause to be paid all Fees, expenses, Chargescharges, costs (including insurance premiums in accordance with Section 5.4(a5.2(e)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by the Borrowers under this Agreement or any of the other Loan Documents if and to the extent the Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At the Administrative Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan Loans hereunder. (c) Except as required under Section 2.12 and subject to Section 2.10 and except as otherwise expressly provided in this Agreement, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans and Letter of Credit Obligations, each payment of the Commitment Fees or Letter of Credit Participation Fees, each reduction of the Revolving Credit Commitments and each refinancing of any Borrowing with, conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall be allocated (except in the case of Swingline Loans) pro rata among the Lenders in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their applicable outstanding Loans or participations in Letter of Credit Obligations, as applicable). Each Lender agrees that in computing such Lender’s portion of any Borrowing of Loans or participations in Letter of Credit Obligations, the Administrative Agent may, in its discretion, round each Lender’s percentage of such Borrowing of Loans or participations in Letter of Credit Obligations, computed to the next higher or lower whole dollar amount.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, applied to the Swing Line Loan and, second, to and the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); Loan and (iiiiv) mandatory prepayments shall be applied as set forth in Section SECTIONS 1.3(c) and 1.3. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each (d) Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, : (1) to Fees and Agent's expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth(3) to principal payments on the Swing Line Loan; (4) to interest on the Revolving Loan; (5) to principal payments on the Revolving Loan and to provide cash collateral for Letter of Credit Obligations in the manner described in ANNEX B, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due other Loans and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (6) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSECTION 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section SECTION 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to promptly pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesAvailability. At Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth(3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, unpaid Swap Related Reimbursement Obligations and unpaid swap obligations owing to Lenders other than GE Capital, ratably in proportion to the interest accrued as to each Loan, unpaid Swap Related Reimbursement Obligation or other unpaid swap obligation, as applicable; (5) to principal payments on the other Loans, unpaid Swap Related Reimbursement Obligations and unpaid swap obligations owing to Lenders other than GE Capital and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifthother Loans, to interest then due unpaid Swap Related Reimbursement Obligations, other unpaid swap obligation and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (6) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges or if such charges would cause the aggregate balance of the Revolving Loan and Swing Line Loan to exceed the Aggregate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(aSECTION 1.3(A); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3SECTION 1.3(C). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, payment and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. After the issuance or receipt by any Agent of any Notice of Actionable Default and prior to the withdrawal of all pending Notices of Actionable Default, Borrower and each Borrower Secured Party hereby irrevocably agrees that Collateral Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata the Credit Facility Intercreditor Agreement. Notwithstanding anything herein to the Agent contrary, no Credit Party shall be obligated to make any payment to any Secured Party under any Loan Document from the proceeds of Skymiles Collateral at any time after the delivery to Borrower of a Notice of Actionable Default and Lenders. Notwithstanding until the foregoing, if, at withdrawal of all pending Notices of Actionable Default except as and to the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner extent set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullthe Skymiles Intercreditor Agreement. (b) Revolving Facility Administrative Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(aSECTION 5.4(A)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Revolving Facility Administrative Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred All payments and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, prepayments -------------------------------------- applied to the Swing Line a particular Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share of such Loan. Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply (subject to any agreement among any of the Lenders and acknowledged by Agent that modifies the order or right of payment of any of the Loans) any and all such payments against the then due and payable Obligations of Borrower and (to the extent there are no then due and payable Obligations) in repayment of the Term Loan and the Acquisition Line Advances as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower the same shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses (i) then due and payable Fees, expenses and other Obligations owing to Agent pursuant to any of the Loan DocumentsAgent; second, to Fees and any other fees and reimbursable expenses of Lenders (ii) then due and payable to Lenders pursuant to any Fees and expenses of the Loan DocumentsLenders; third, to interest (iii) then due and payable interest payments on Note A, Note B, Note C and the Swing Acquisition Line LoanNote, on a pari passu basis (unless otherwise specified in any agreement among any of the Lenders and acknowledged by Agent); fourth, (iv) Obligations to the Lenders other than Fees, expenses and interest and principal balance of the Swing Line Loan until the same has been repaid in fullpayments; fifth, to interest and (v) then due and payable principal payments on Note A, Note B, Note C and the Revolving Credit Advances; sixthAcquisition Line Note, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata pari passu basis (unless otherwise specified in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and owing by Borrowers under this Agreement or any agreement among any of the other Loan Documents if Lenders and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At acknowledged by Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder).