Common use of Application of Payments Clause in Contracts

Application of Payments. The Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Subject to the provisions of Section 9.02, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.312.03, apply all payments and prepayments in respect of any Obligations received after the occurrence and all proceeds during the continuance of the Collateral a Default or Unmatured Default in the following order: (ia) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iib) second, to pay interest on and then principal of any advance made under Section 10.3 10.03 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiic) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivd) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (ve) fifth, to pay interest due in respect of Swing Line Loans; (vif) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viig) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiih) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans Loans), Reimbursement Obligations, Banking Services Obligations and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determineHedging Obligations; (xi) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 3.11; and (xiij) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied to the outstanding Loans first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 12.03 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent Subject to application of voluntary prepayments as described in Section 2.11(c), any amount otherwise payable to a Defaulting Bank hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Bank pursuant to Sections 2.7(c), 2.8(c)(iv), 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 or 10.4) shall, unless otherwise specified at in lieu of being distributed to such Defaulting Bank, be applied by the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: Agent (i) first, to pay interest on and then principal the payment of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed amounts owing by such Lender or Defaulting Bank to the Borrower; Agent hereunder, (ii) second, pro rata, to pay interest on and then principal the payment of any advance made under Section 10.3 for which amounts owing by such Defaulting Bank to the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; Swing Line Bank hereunder, (iii) third, to the ratable payment funding of any Loan or the Obligations funding of any Participation Interest in respect of any feeswhich such Defaulting Bank has failed to fund its Percentage thereof as required by this Agreement, expensesas determined by the Agent, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, at the election of the Agent and the Borrower, either to pay (x) repay Borrower Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and non-Defaulting Banks, in such order of application as the issuer(sAgent shall designate, or (y) be held on account with the Agent as cash collateral for future funding obligations of Letters of Credit; the Defaulting Bank under this Agreement, (v) fifth, pro rata, to pay interest due in respect the payment of Swing Line Loans; any amounts owing to the Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by the Borrower or any Bank against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement, (vi) sixth, if so determined by the Agent, distributed to pay interest due the Banks other than the Defaulting Bank until the ratio of the total principal amount of the Borrower Obligations owed to such Banks to the total principal amount of the Borrower Obligations owed to all Banks equals such ratio immediately prior to the Defaulting Bank’s failure to fund any portion of any Loans or participations in respect Letters of Loans. Credit or Swing Line Loans and (vii) seventh, to the ratable payment such Defaulting Bank or prepayment as otherwise directed by a court of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arrangercompetent jurisdiction.

Application of Payments. The Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.313.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the applicable Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 11.3 for which the Administrative Agent has not then been paid by the applicable Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentAgent or either Arranger; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans (other than Swing Line Loans) and Reimbursement Obligations; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (provide cash collateral for all other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine;L/C Obligations; and (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementCompany, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 13.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 13.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the any Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 13.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the each Arranger.

Application of Payments. The Notwithstanding any contrary provision contained in this Agreement or in any of the other Financing Agreements, after the occurrence of a Default or an Event of Default the Borrower irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received by the Administrative Agent shall, unless otherwise specified at or any Lender from the direction Borrower or with respect to any of the Required Lenders which direction shall be consistent with Collateral, and the last two sentences of this Section 12.3, apply Borrower does hereby irrevocably agree that any and all payments and prepayments proceeds so received shall be applied in the following manner: First, to the payment of all fees, costs, expenses and indemnities of Administrative Agent (in its capacity as such), including reasonable attorneys’ fees and costs of Administrative Agent, and any other Liabilities owing to Administrative Agent in respect of any Obligations and all proceeds of sums advanced by Administrative Agent to preserve the Collateral or to preserve its security interest in the following order: Collateral (i) firstor any other collateral provided pursuant to any other Financing Agreement); Second, to pay interest on and then principal payment of any that portion of the Loans which the Liabilities constituting fees, costs, expenses and indemnities of Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) secondAgent; Third, to pay interest on payment of that portion of the Liabilities constituting fees, costs, expenses and then principal indemnities of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by Lenders as provided herein, ratably among them in proportion to the Borrower or reimbursed by the Lenders; (iii) thirdrespective amounts described in this clause Third payable to them; Fourth, to the ratable payment of all of the Obligations in respect Liabilities consisting of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due accrued and unpaid interest owing to the Lenders and Letter of Credit fees owing to the issuer(s) of Letters of Credit; (v) fifthIssuing Lender, ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to pay interest due the payment of all Liabilities consisting of principal owing to the Lenders, ratably among them in proportion to the respective amounts described in this clause Fifth payable to them; Sixth, to the payment of an amount equal to all Liabilities in respect of Swing Line Loans; (vi) sixth, outstanding Letters of Credit to pay interest due in respect of Loans. (vii) seventhbe held to Cash Collateralize such Liabilities; Seventh, to the ratable payment of all Bank Product Obligations (including with respect to any Hedging Agreement) owing to the applicable Lenders or prepayment of principal outstanding on Swing Line Loans; (viii) eighththeir Affiliates, ratably among such Lenders and their Affiliates in proportion to the respective amounts described in this clause Seventh payable to them; Eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by Liabilities owing to the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied firstLenders; Ninth, to repay outstanding Floating Rate Loans, and then the payment of all Affiliated Term Loan Liabilities pursuant to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities 12.8 of the Administrative AgentAffiliate Term Loan Financing Agreements; and Last, the Lenderspayment of any remaining proceeds, if any, to whomever may be lawfully entitled to receive such amounts, including, if applicable, Borrower. Amounts used to Cash Collateralize the Swing Line Bank and the issuer(s) aggregate undrawn amount of Letters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as among themselvesthey occur. The If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Liabilities, if any, in the order of priority set forth in clauses (iv) through (x) of above. All amounts owing under this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments Agreement in respect of Swing Line Loans may Liabilities including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be changed only payable in accordance with the prior written consent foregoing waterfall provisions irrespective of the Swing Line Bank. The order whether a claim in respect of priority set forth such amounts is allowed or allowable in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arrangerany insolvency proceeding.

Application of Payments. The Administrative All amounts paid to or received by Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of monetary Obligations, from whatever source (whether from any Obligations and all proceeds Borrower or any other Loan Party Obligor pursuant to such other Loan Party Obligor’s guaranty of the Obligations, any realization upon any Collateral in or otherwise) shall be applied by Agent to the following orderObligations as follows: (i) firstFIRST, to pay interest on reimburse Agent for all out-of-pocket costs and then principal of expenses, and all indemnified losses, incurred by Agent which are reimbursable to Agent in accordance with this Agreement or any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrowerother Loan Documents; (ii) secondSECOND, to pay any accrued but unpaid interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the LendersProtective Advances; (iii) thirdTHIRD, to the ratable payment of the Obligations in respect outstanding principal of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentProtective Advances; (iv) fourthFOURTH, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due accrued but unpaid fees owing to the Agent and Lenders and the issuer(s) of Letters of Creditunder this Agreement and/or any other Loan Documents; (v) fifthFIFTH, to pay any unpaid accrued interest due in respect of Swing Line Loanson the Obligations; (vi) sixthSIXTH, to pay interest due in respect the outstanding principal of the Loans.; and (vii) seventhSEVENTH, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of any other outstanding Obligations; and after payment in full in cash of all other of the outstanding monetary Obligations. Unless otherwise required , any further amounts paid to or received by the terms of this Agreement, all principal payments Agent in respect of Loans the Obligations (other than Swing Line Loansso long as no monetary Obligations are outstanding) shall be applied firstpaid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts will be credited to repay outstanding Floating Rate Loans, the Loan Account and then the Collateral balances to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order they relate upon Agent’s receipt of priority an advice from Agent’s Bank (set forth in this Section 12.3 and the related provisions 5 of this Agreement are set forth solely Annex I) that such items have been credited to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line ’s account at Agent’s Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may or upon Agent’s deposit thereof at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, ’s Bank in the case of clause (iiipayments received by Agent in kind), with in each case subject to final payment and collection. However, for purposes of computing interest on the prior written consent Obligations, such items shall be deemed applied by Agent two (2) Business Days after Agent ‘s receipt of the Arrangeradvice of deposit thereof at Agent’s Bank.

Application of Payments. The If the Borrower, prior to the occurrence of a Default, has remitted a payment to the Administrative Agent or any Lender without indicating the Obligation to be reduced thereby, or at any time after the occurrence of a Default, subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivC) fourththird, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditLenders; (vD) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixthfourth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiE) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninthfifth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 ; and (xiiF) twelfthsixth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Agent and the issuer(s) of Letters of Credit Lenders as among themselves. The Upon written notice to the Borrower, the order of priority set forth in clauses (ivC) through (xF) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the BorrowerCompany, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through and (iiiB) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Opco Borrower or the Required Lenders: (a) all payments received on account of the Secured Obligations shall, unless otherwise specified at subject to Section 2.22, be applied by the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following orderAdministrative Agent as follows: (i) first, to pay interest on and then principal payment of any that portion of the Loans which Secured Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent may have advanced on behalf (including fees and disbursements and other charges of any Lender for which counsel to the Administrative Agent has not then been reimbursed by such Lender or payable under Section 9.03 and amounts pursuant to Section 2.12(c) payable to the BorrowerAdministrative Agent in its capacity as such); (ii) second, to pay payment of that portion of the Secured Obligations constituting fees, expenses, indemnities and other amounts (other than principal, reimbursement obligations in respect of L/C Disbursements, interest on and then principal Letter of any advance made Credit Fees) payable to the Lenders, the L/C Issuers and the other Secured Parties (including fees and disbursements and other charges of counsel to the Lenders and the L/C Issuers payable under Section 10.3 for which 9.03) arising under the Administrative Agent has not then been paid by Loan Documents, ratably among them in proportion to the Borrower or reimbursed by the Lendersrespective amounts described in this clause (ii) payable to them; (iii) third, to the ratable payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and charges and interest on the Loans and unreimbursed L/C Disbursements, ratably among the Lenders and the L/C Issuers in respect of any fees, expenses, reimbursements or indemnities then due proportion to the Administrative Agentrespective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to pay payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and unreimbursed L/C Disbursements, (B) to cash collateralize that portion of L/C Obligations comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrowers pursuant to Section 2.06 or 2.22; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the account of the L/C Issuers to cash collateralize Secured Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.22, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any feesLetter of Credit (without any pending drawings), expensesthe pro rata share of cash collateral shall be distributed to the other Secured Obligations, reimbursements or indemnities then due if any, in the order set forth in this Section 7.03 and (C) to any other amounts owing with respect to Banking Services Obligations and Swap Obligations, in each case, ratably among the Lenders and the issuer(sL/C Issuers and any other applicable Secured Parties in proportion to the respective amounts described in this clause (iv) of Letters of Creditpayable to them; (v) fifth, to pay interest due the payment in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment full of all other Secured Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of each case ratably among the Administrative Agent, the Lenders, the Swing Line Bank L/C Issuers and the issuer(sother Secured Parties based upon the respective aggregate amounts of all such Secured Obligations owing to them in accordance with the respective amounts thereof then due and payable; and (vi) of finally, the balance, if any, after all Secured Obligations have been paid in full, to the Borrowers or as otherwise required by law; and (b) if any amount remains on deposit as cash collateral after all Letters of Credit as among themselves. The have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Secured Obligations, if any, in the order of priority set forth in clauses above. Notwithstanding the foregoing, other than with respect to any such Swap Obligations and Banking Services Obligations held by the Lender acting as Administrative Agent (iv) through (x) of this Section 12.3 or any Affiliate thereof), Secured Obligations arising under Swap Obligations and Banking Services Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may at any time and request, from time to time be changed at the direction holder of the Lenders without necessity Swap Obligations or Banking Services Obligations, as the case may be. Each holder of Swap Obligations or Banking Services Obligations not a party to this Agreement that has given the notice to or consent of or approval contemplated by the Borrowerpreceding sentence shall, or any other Person; providedby such notice, that be deemed to have acknowledged and accepted the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent appointment of the Administrative Agent, and, in Agent pursuant to the case terms of clause (iii), with the prior written consent of the ArrangerArticle VIII for itself and its Affiliates as if a “Lender” party hereto.

Application of Payments. The Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.311.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (ia) first, to pay interest on and then principal of any portion of the Syndicated Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iib) second, to pay interest on and then principal Obligations in respect of any advance made under Section 10.3 for which fees, expense reimbursements or indemnities then due to the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lendersin its capacity as such; (iiic) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentLenders; (ivd) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Syndicated Loans; (vie) sixth, to pay interest due in respect of Loans. (vii) seventhfifth, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Syndicated Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 ; and (xiif) twelfthsixth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable if no Default has occurred and is continuing) by the Borrower or unless otherwise mandated by the terms of this Agreement, all principal payments in respect of Syndicated Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 11.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Agent and the issuer(s) of Letters of Credit Lenders as among themselves. The order of priority set forth in clauses (ivd) through (xh) of this Section 12.3 11.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, Borrower or any other Person; provided, that the . The order of priority set forth in clauses (a) and (b) of payments in respect of Swing Line Loans this Section 11.3 may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the ArrangerAdministrative.

Application of Payments. The Administrative All amounts paid to or received by Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of monetary Obligations, from whatever source (whether from any Obligations and all proceeds Borrower or any other Loan Party Obligor pursuant to such other Loan Party Obligor’s guaranty of the Obligations, any realization upon any Collateral or otherwise) shall be applied by Agent to the Obligations in the following ordersuch order as Agent may elect, and absent such election shall be applied as follows: (i) firstFIRST, to pay interest on reimburse Agent for all out-of-pocket costs and then principal of expenses, and all indemnified losses, incurred by Agent which are reimbursable to Agent in accordance with this Agreement or any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrowerother Loan Documents; (ii) secondSECOND, to pay any accrued but unpaid interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the LendersProtective Advances; (iii) thirdTHIRD, to the ratable payment of the Obligations in respect outstanding principal of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentProtective Advances; (iv) fourthFOURTH, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due accrued but unpaid fees owing to the Agent and Lenders and the issuer(s) of Letters of Creditunder this Agreement and/or any other Loan Documents; (v) fifthFIFTH, to pay any unpaid accrued interest due in respect of Swing Line Loanson the Obligations; (vi) sixthSIXTH, to pay interest due in respect the outstanding principal of the Loans.; and (vii) seventhSEVENTH, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of any other outstanding Obligations; and after payment in full in cash of all other of the outstanding monetary Obligations. Unless otherwise required , any further amounts paid to or received by the terms of this Agreement, all principal payments Agent in respect of Loans the Obligations (other than Swing Line Loansso long as no monetary Obligations are outstanding) shall be applied firstpaid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts will be credited to repay outstanding Floating Rate Loans, the Loan Account and then the Collateral balances to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order they relate upon Agent’s receipt of priority an advice from Agent’s Bank (set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s(g) of Letters of Credit as among themselves. The order of priority set forth in clauses Annex I) that such items have been credited to Agent’s account at Agent’s Bank (iv) through (x) of this Section 12.3 may or upon Agent’s deposit thereof at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, ’s Bank in the case of clause (iiipayments received by Agent in kind), with in each case subject to final payment and collection. However, for purposes of computing interest on the prior written consent Obligations, such items shall be deemed applied by Agent three (3) Business Days after Agent’s receipt of the Arrangeradvice of deposit thereof at Agent’s Bank.

Application of Payments. The Administrative Subject to the provisions of Section 11.1, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.313.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (ia) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iib) second, to pay interest on and then principal of any advance made under Section 10.3 15.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiic) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivd) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditLenders; (ve) fifth, to pay interest due in respect of Swing Line Loans; (vif) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.); (viig) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans;, (viiih) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 ; and (xiii) twelfthninth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of an Event of Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Prime Loans, and then to repay outstanding Eurodollar Rate LIBOR Loans with those Eurodollar Rate LIBOR Loans which have earlier expiring Interest Periods being repaid or prepaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 13.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, Lenders and the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivd) through (xi) of this Section 12.3 13.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (ia) through (iiic) of this Section 12.3 13.3. may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Subject to the provisions of SECTION 9.2, (i) prior to the occurrence of a Default, the Agent shall apply all payments and prepayments in respect of the Obligations in such order as shall be specified by the Borrower and (ii) after the occurrence of a Default, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section SECTION 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section SECTION 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditIssuing Banks; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 SECTION 3.10 and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied firstFIRST, to repay outstanding Floating Rate Loans, and then THEN to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in CLAUSE (II) of this Section SECTION 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Bank, and the issuer(s) of Letters of Credit Issuing Banks as among themselves. The order of priority set forth in clauses CLAUSES (ivD) through (xJ) of this Section SECTION 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; providedPROVIDED, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses CLAUSES (iA) through (iiiC) of this Section SECTION 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The If any Borrower, prior to the occurrence of a Default, has remitted a payment to the Administrative Agent or any Lender without indicating the Obligation to be reduced thereby, or at any time after the occurrence of a Default, subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the any Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivC) fourththird, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vD) fifthfourth, to pay interest due in respect of Swing Line Loans; (viE) sixthfifth, to pay interest due in respect of Loans.Loans (other than Swing Line Loans and L/C Obligations); (viiF) seventhsixth, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiG) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninthseventh, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiH) eleventheighth, to provide required cash collateral, if required pursuant to Section 3.11 3.11; and (xiiI) twelfthninth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this Agreementapplicable Borrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The Upon written notice to the Borrowers, the order of priority set forth in clauses (ivC) through (xI) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the BorrowerCompany, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through and (iiiB) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The (a) Subject to the provisions of Section 11.02 and any provisions of this Agreement specifically providing for payments to be applied to a particular Facility, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.39.03, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral (except as hereinafter provided) in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iviii) fourththird, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(sIssuer(s); (iv) fourth, to pay interest due in respect of Letters of CreditSwing Line Loans; (v) fifth, to pay interest due in respect of Loans (other than Swing Line Loans) and Facility Letter of Credit Obligations; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiivii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninthseventh, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans Loans), Reimbursement Obligations, and Term Loans) and Reimbursement Hedging Obligations in such order as the Administrative Agent may determineunder Permitted Hedging Agreements; (xviii) tentheighth, to the ratable payment or prepayment Letter of Hedging Credit Collateral Account in an amount equal to the outstanding Facility Letter of Credit Obligations to the extent required under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 2.21(h); and (xiiix) twelfthninth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of an Event of Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) under a Facility shall be applied first, to repay outstanding Floating Rate Loans, Loans under such Facility and then to repay outstanding Eurodollar Rate Loans under such Facility, with those Eurodollar Rate Loans which that have earlier expiring Interest Periods Period being repaid prior to those which that have later expiring Interest Periods. The order of priority set forth in this Section 12.3 9.03(a) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(sIssuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivi) through (xix) of this Section 12.3 9.03(a) may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, Borrower or any other Person; provided, that the order of priority set forth in clauses (i) and (ii) may be changed only with the prior written consent of the Administrative Agent and the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.311.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (ia) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iib) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent in its capacity as such; (c) third, to pay interest on and then principal of any advance made under Section 10.3 for which outstanding on the Administrative Agent has not then been paid by the Borrower or reimbursed by the LendersSwing Line Loans, applied ratably to all outstanding Swing Line Loans; (iiid) thirdfourth, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentLenders, Swing Line Lender and Issuing Lenders; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (ve) fifth, to pay interest due in respect of Loans (other than Swing Line Loans) and L/C Obligations; (vif) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xig) eleventhseventh, to provide required cash collateral, if required any, pursuant to Section 3.11 2.20.10; and (xiih) twelftheighth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable if no Default has occurred and is continuing) by the Borrower or unless otherwise mandated by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Money Market Rate Loans, second to repay other outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 11.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Lender and the issuer(s) of Letters of Credit Issuing Lenders as among themselves. The order of priority set forth in clauses (ivd) through (xh) of this Section 12.3 11.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, Borrower or any other Person; provided, that . The order of priority set forth in clauses (a) and (b) of this Section 11.3 may be changed only with the prior written consent of the Administrative Agent and the order of priority of payments set forth in respect of Swing Line Loans clause (c) may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the ArrangerLender.

Application of Payments. The Administrative Agent shall(i) Other than following the occurrence and during the continuance of an Event of Default, unless otherwise specified at each cash payment, repayment and prepayment by the direction of the Required Lenders which direction Borrower or any other Loan Party shall be consistent with applied as follows, subject to the last two sentences of this Section 12.3, apply all payments and prepayments applicable DIP Order then in respect of any Obligations and all proceeds of the Collateral in the following ordereffect: (iA) first, to pay all fees, costs and expenses (including any attorneys’ fees) owed to the Agent under the Facility Documents, (B) second, ratably to all fees, costs and expenses (including any attorneys’ fees) owed to any Lender under the Facility Documents, (C) third, ratably to accrued and unpaid interest on and then owed to the Lenders under the Facility Documents, (D) fourth, ratably to the principal of any portion amount of the Loans which owed to the Administrative Agent may have advanced on behalf of Lenders (including any Make Whole Amount and Exit Fee under the Prepetition First Lien Term Loan Debt), and (E) fifth, to all other Obligations owing to Agent, any Lender for which or any other Secured Party, and, with respect to any such Obligations owed to the Administrative Agent has not then been reimbursed by such Lender or Lenders, shall be allocated among the Borrower;Lenders in accordance with and in proportion to their respective Pro Rata Shares. (ii) Notwithstanding anything herein to the contrary, following the occurrence and continuance of an Event of Default, all payments shall be applied as follows, in all cases subject to the applicable DIP Order then in effect: (A) first, to the payment of that portion of the Obligations constituting unpaid fees, indemnities, expenses or other amounts (including fees and disbursements and other charges of the Lender Professionals) payable to the Agent in its capacity as such; (B) second, to pay interest on the payment of that portion of the Obligations constituting unpaid fees, indemnities, costs, expenses and then other amounts (other than principal and interest, but including fees and disbursements and other charges of any advance made counsel payable under Section 10.3 for which 8.2, and any Termination Payment) payable to the Administrative Agent has not then been paid by Lenders arising under the Borrower or reimbursed by Facility Documents, ratably among them in proportion to the Lendersrespective amounts described in this clause (b) payable to them; (iiiC) third, to the ratable payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in respect of any fees, expenses, reimbursements or indemnities then due proportion to the Administrative Agentrespective amounts described in this clause (iii) payable to them; (ivD) fourth, to pay the payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in respect of any fees, expenses, reimbursements or indemnities then due proportion to the Lenders and the issuer(srespective amounts described in this clause (iv) of Letters of Creditpayable to them; (vE) fifth, in reduction of any other Obligation then due and owing, ratably among the Agent and the Lenders based upon the respective aggregate amount of all such Obligations owing to pay interest them in accordance with the respective amounts thereof then due in respect of Swing Line Loans;and payable; and (viF) sixth, to pay interest due the balance, if any, after all Obligations have been indefeasibly paid in respect of Loans. (vii) seventhfull, to the ratable payment Borrower or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, such other Person as may be lawfully entitled to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required directed by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, Borrower to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and receive the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arrangerremainder.

Application of Payments. The Subject to the provisions of ‎Section 9.02, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3‎Section 12.03, apply all payments and prepayments in respect of any Obligations received after the occurrence and all proceeds during the continuance of the Collateral a Default or Unmatured Default in the following order: (ia) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iib) second, to pay interest on and then principal of any advance made under Section 10.3 ‎Section 10.03 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiic) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivd) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (ve) fifth, to pay interest due in respect of Swing Line Loans; (vif) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations and any fees, premiums and scheduled periodic payments on any Banking Services Obligations and Hedging Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause sixth held by them; (viig) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiih) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans Loans), Reimbursement Obligations, and Term Loans) all other Banking Services Obligations and Reimbursement Obligations Hedging Obligations, ratably among the Secured Parties in such order as proportion to the Administrative Agent may determinerespective amounts described in this clause eighth held by them; (xi) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 ‎Section 3.11; and (xiij) twelfthtenth, to the ratable payment of all other Obligations, ratably based upon the respective aggregate amounts of all such Obligations owing to the Secured Parties on such date. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied to the outstanding Loans first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 ‎Section 12.03 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit Secured Parties as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Subject to the provisions of Section 8.2, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.311.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 9.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line LoansLoans and L/C Obligations; (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans Reimbursement Obligations and Term Loans) and Reimbursement Rate Hedging Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiG) eleventhseventh, to provide required cash collateral, collateral if required any pursuant to Section 3.11 2.24; and (xiiH) twelftheighth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to the outstanding Revolving Loans and, second, to the outstanding Term Loans, in each case, first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 11.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit and other Holders of Secured Obligations as among themselves. The order of priority set forth in clauses (ivD) through (xH) of this Section 12.3 11.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the . The order of priority set forth in clauses (A) through (C) of payments in respect of Swing Line Loans this Section 11.3 may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall(a) At any time an Application Event has occurred and is continuing, unless otherwise specified at or the direction maturity of the Required Lenders which direction Indebtedness shall be consistent with the last two sentences of this have been accelerated pursuant to Section 12.38.2, apply all payments and prepayments or proceeds received by the Agent hereunder or under any other Loan Document in respect of any Obligations and of the Indebtedness, including, but not limited to all proceeds of the Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid received by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations Agent in respect of any feessale, expensesany collection from, reimbursements or indemnities then due to other realization upon all or any part of the Administrative Agent; (iv) fourthCollateral, shall be applied in full or in part as follows: first, ratably to pay Obligations the Indebtedness in respect of any feesfees (other than the Yield Maintenance Premium and the Prepayment Premium), expensesexpense reimbursements, reimbursements or indemnities and other amounts then due and payable to the Agent until paid in full; second, ratably to pay the Indebtedness in respect of any fees (other than the Yield Maintenance Premium and the Prepayment Premium), expense reimbursements, and indemnities then due and payable to the Lenders and the issuer(s) of Letters of Credit; (v) fifthuntil paid in full; third, ratably to pay interest then due and payable in respect of Swing Line the Loans; ; fourth, ratably to pay principal of the Term Loan A and Term Loan B until paid in full; fifth, ratably to pay principal of the Incremental Term Loans, if any (vi) in the order of the Credit Dates of the Incremental Term Loans), until paid in full; sixth, ratably to pay interest due the Indebtedness in respect of Loans. (vii) seventh, the Yield Maintenance Premium and the Prepayment Premium then due and payable to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations Lenders until paid in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfthfull; seventh, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments Indebtedness then due and payable until paid in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Personfull; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall(a) At any time an Application Event has occurred and is continuing, unless otherwise specified at or the direction maturity of the Required Lenders which direction Indebtedness shall be consistent with the last two sentences of this have been accelerated pursuant to Section 12.38.2, apply all payments and prepayments or proceeds received by the Agent hereunder or under any other Loan Document in respect of any Obligations and of the Indebtedness, including, but not limited to all proceeds of the Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid received by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations Agent in respect of any feessale, expensesany collection from, reimbursements or indemnities then due to other realization upon all or any part of the Administrative Agent; (iv) fourthCollateral, shall be applied in full or in part as follows: first, ratably to pay Obligations the Indebtedness in respect of any feesfees (other than the Yield Maintenance Premium and the Prepayment Premium), expensesexpense reimbursements, reimbursements or indemnities and other amounts then due and payable to the Agent until paid in full; second, ratably to pay the Indebtedness in respect of any fees (other than the Yield Maintenance Premium and the Prepayment Premium), expense reimbursements, and indemnities then due and payable to the Lenders and the issuer(s) of Letters of Credit; (v) fifthuntil paid in full; third, ratably to pay interest then due and payable in respect of Swing Line the Loans; ; fourth, ratably to pay principal of the Term Loan A and Term Loan B until paid in full; fifth, ratably to pay principal of the Incremental Term Loans, if any (vi) in the order of the Credit Dates of the Incremental Term Loans), until paid in full; sixth, ratably to pay interest due the Indebtedness in respect of Loans. (vii) seventh, the Yield Maintenance Premium and the Prepayment Premium then due and payable to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations Lenders until paid in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfthfull; seventh, to the ratable payment of all other Obligations. Unless otherwise required by Indebtedness then due and payable until paid in full; and eighth, all remaining amounts to the Borrower or such other Person entitled thereto under applicable law. (b) For purposes of Section 9.2, “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of this Agreementany Insolvency Proceeding), all principal payments in respect of Loans (other than Swing Line Loans) shall be applied firstdefault interest, to repay outstanding Floating Rate Loansinterest on interest, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periodsexpense reimbursements, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. The order In the event of a direct conflict between the priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine Section 9.2 and other provisions contained in any other Loan Document, it is the rights and priorities intention of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, parties hereto that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.both such

Application of Payments. The Administrative Agent shallSubject to the terms hereof, unless otherwise specified at provided that no Event of Default has occurred and is continuing, each and every payment made by Borrower to Lender in accordance with the direction terms of the Required Lenders which direction Note and/or the terms of any other Loan Document, all other proceeds received by Lender with respect to the Loan and all funds on deposit in the Cash Collateral Account, shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral applied in the following orderorder of priority: (ia) If due prior to the Anticipated Payment Date: first, to pay interest on the payment of Basic Carrying Costs in accordance with the terms and then principal conditions of any portion Section 8 of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) this Agreement; second, to pay the payment of the Monthly Debt Service Payment Amount for the related Payment Date, applied first to the payment of all interest on accrued and then payable under the Note computed at the Regular Interest Rate and the balance, to the payment of the outstanding principal balance of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) Note; third, to the ratable payment of any other amounts then due and payable to the Lender under the Note or under the Loan Documents; last, to the extent there are funds on deposit in the Cash Collateral Account, to the Distribution Account, from which Borrower may withdraw any or all sums on deposit therein. (b) If due on or after the Anticipated Payment Date: first, to the payment of Basic Carrying Costs in accordance with the terms and conditions of Section 8 of this Agreement; second, to the payment of the Obligations in respect Monthly Debt Service Payment Amount for the related Payment Date, applied first to the payment of all interest accrued and payable under the Note computed at the Regular Interest Rate and the balance, to the payment of the outstanding principal balance of the Note; third, to the payment of any fees, expenses, reimbursements or indemnities other amounts then due and payable to the Administrative Agent; (iv) Lender under the Note or under the Loan Documents; fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due and to the Lenders and extent there are funds on deposit in the issuer(s) Cash Collateral Account, to the payment of Letters of Credit; (v) monthly Operating Expenses incurred in accordance with the related Approved Annual Budget pursuant to a written request for payment submitted by Borrower to Lender specifying the individual Operating Expenses in a form acceptable to Lender; fifth, to pay interest due in respect the payment of Swing Line Loans; (vi) the outstanding principal balance of the Note; sixth, to pay interest due in respect the payment of Loans. (vii) seventhAccrued Interest; and last, to the ratable payment or prepayment of principal outstanding extent there are funds on Swing Line Loans; (viii) eighthdeposit in the Cash Collateral Account, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, such excess funds to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Subsequent to the occurrence and during the continuation of any Default or Event of Default, all payments received by Lenders (or Affiliates of Lenders party to Related Interest Rate Agreements) on the Obligations and on the proceeds from the enforcement of the Obligations shall be applied among Administrative Agent shalland Lenders (and Affiliates of Lenders party to Related Interest Rate Agreements) as follows: first, unless otherwise specified at to all Administrative Agent’s and Lenders’ (and Affiliates of Lenders party to Related Interest Rate Agreements) fees and expenses then due and payable, other than such fees and expenses which, in effect, correspond to principal, notional amount or interest under or with respect to such Related Interest Rate Agreements; second, to all other expenses then due and payable by any Loan Party under the direction of Loan Documents; third, to all indemnitee obligations then due and payable by any Loan Party under the Required Lenders which direction shall be consistent with Loan Documents; fourth, to all commitment and other fees and commissions then due and payable by Borrower under the last two sentences of this Section 12.3Loan Documents; fifth, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: pro rata to (i) first, to pay accrued and unpaid interest on the Loans (pro rata) in accordance with all such amounts due on the Loans and then (ii) any scheduled payments (excluding termination, unwind and similar payments) due to a Lender or an Affiliate of a Lender on any Related Interest Rate Agreements (pro rata with all such amounts due); sixth, pro rata to (a) the principal of any portion amount of the Loans which the Administrative Agent may have advanced on behalf of (pro rata among all Loans) and (b) any Lender for which the Administrative Agent has not then been reimbursed by such termination, unwind and similar payments due to a Lender or the Borrower; an Affiliate of a Lender under Related Interest Rate Agreements (ii) second, to pay interest on pro rata with all such amounts due); and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to any remaining amounts due under the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighthObligations, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order that order. Any remaining monies not applied as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements provided in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) Subsection 6.8 shall be applied first, paid to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, Borrower or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the ArrangerPerson lawfully entitled thereto.

Application of Payments. (A) The Administrative Collateral Agent shall, unless otherwise specified at the direction for itself and on behalf of the Required Lenders which direction shall be consistent with Trustee and the last two sentences Noteholders and the Financing Agent for itself and on behalf of this Section 12.3the Financing Lenders, apply all each irrevocably agrees that payments and prepayments in respect received by such Agent, the Trustee, any Noteholder or any Financing Lender consisting of any Obligations and all proceeds of the sale, collection or other realization of the Financing Agreement Collateral other than in the ordinary course of business will be applied in the following order:, unless a court of competent jurisdiction otherwise directs: FIRST, to the payment of the costs and expenses of such sale, collection or other realization, including reasonable fees to the Financing Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Financing Agent in connection therewith and all amounts for which the Financing Agent is entitled to indemnification hereunder, and to the payment of all costs and expenses paid or incurred by the Financing Agent in connection with the exercise of any right or remedy under the Financing Agreement, any other the Loan Documents or hereunder; SECOND, to the payment in full of the Financing Agreement Obligations (including without limitation cash collateralization of outstanding letters of credit at 100% of the aggregate undrawn amount thereof) other than the Excess Financing Agreement Obligations for the ratable benefit of the holders thereof; THIRD, only after payment in full of all Financing Agreement Obligations other than Excess Financing Agreement Obligations, to the payment of Indenture Obligations in accordance with Section 6.10 of the Indenture; FOURTH, after payment in full of all Financing Agreement Obligations other than Excess Financing Agreement Obligations and of all Indenture Obligations, to the payment of Excess Financing Agreement Obligations for the ratable benefit of the holders thereof; and FIFTH, after payment in full of all Financing Agreement Obligations and Indenture Obligations, to the applicable Credit Party, or its successors or assigns, or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. (iB) first, to pay interest on The Collateral Agent for itself and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of the Trustee and the Noteholders and the Financing Agent for itself and on behalf of the Financing Lenders, each irrevocably agrees that payments received by such Agent, the Trustee, any Noteholder or any Financing Lender consisting of proceeds of the sale, collection or other realization of the PP&E Collateral other than in the ordinary course of business will be applied in the following order, unless a court of competent jurisdiction otherwise directs: FIRST, to the payment of the costs and expenses of such sale, collection or other realization, including reasonable fees to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith and, all amounts for which the Administrative Collateral Agent has not then been reimbursed is entitled to indemnification hereunder, and to the payment of all costs and expenses paid or incurred by such Lender or the Borrower; (ii) second, to pay interest on and then principal Collateral Agent in connection with the exercise of any advance made right or remedy under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower any Indenture Debt Documentation or reimbursed by the Lenders; (iii) thirdhereunder; SECOND, to the ratable payment of the Indenture Obligations in respect accordance with Section 6.10 of any feesthe Indenture; and THIRD, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations after payment in respect full of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventhall Indenture Obligations, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of applicable Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the BorrowerParty, or any other Person; providedits successors or assigns, that the order of priority of payments in respect of Swing Line Loans or to whosoever may be changed only with lawfully entitled to receive the prior written consent same or as a court of the Swing Line Bank. The order competent jurisdiction may direct, of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arrangerany surplus then remaining from such proceeds.

Application of Payments. The If any Borrower, prior to the occurrence of a Default, has remitted a payment to the Administrative Agent or any Lender without indicating the Obligation to be reduced thereby, or at any time after the occurrence of a Default, subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the any Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivC) fourththird, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vD) fifthfourth, to pay interest due in respect of Swing Line Loans; (viE) sixthfifth, to pay interest due in respect of Loans.Loans (other than Swing Line Loans and L/C Obligations); (viiF) seventhsixth, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiG) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninthseventh, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiH) eleventheighth, to provide required cash collateral, if required pursuant to Section 3.11 3.11; and (xiiI) twelfthninth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this Agreementapplicable Borrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The Upon written notice to the Borrowers, the order of priority set forth in clauses (ivC) through (xI) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the BorrowerCompany, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through and (iiiB) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Notwithstanding any contrary provision contained in this Agreement or in any of the other Financing Agreements, after the occurrence and during the continuance of an Event of Default, Borrower irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received by Administrative Agent shall, unless otherwise specified at the direction or any Lender from Borrower or with respect to any of the Required Lenders which direction Collateral, and Borrower does hereby irrevocably agree that any and all payments so received shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral applied in the following order: (i) firstmanner: First, to pay interest on and then principal payment of any that portion of the Loans which the Liabilities constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent may have advanced on behalf of any Lender for which the Agent) payable to Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) secondAgent; Second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of that portion of the Obligations in respect of any Liabilities constituting fees, expensesindemnities and other amounts (other than principal, reimbursements or indemnities then due interest and L/C Fees) payable to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) Issuing Lenders (including fees, charges and disbursements of counsel to the respective Lenders and Issuing Lenders), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Liabilities constituting accrued and unpaid L/C Fees and interest on the Loans, Letter of Credit Obligations and other Liabilities, ratably among Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Liabilities constituting unpaid principal of the Loans and L/C Disbursements, ratably among Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Administrative Agent for the account of the Issuing Lenders, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit; (v) fifth; and Last, to pay interest due in respect of Swing Line Loans; (vi) sixthall other Liabilities, to pay interest due in respect of Loans. (vii) seventhand then, after all such Liabilities have been Paid In Full, any balance to the ratable payment Borrower or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by law. Amounts used to cash collateralize the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as among themselvesthey occur. The order If any amount remains on deposit as cash collateral after all Letters of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time Credit have either been fully drawn or expired, such remaining amount shall be applied to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrowerother Liabilities, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, andif any, in the case of clause (iii), with the prior written consent of the Arrangerorder set forth above.

Application of Payments. The Subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line LoansLoans and L/C Obligations; (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiG) eleventhseventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xiiH) twelftheighth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid or prepaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Subject to the provisions of Section 8.2, ----------------------- ----------- the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.311.3, apply all payments and prepayments in respect of any Obligations --------- and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the BorrowerBorrower or Subsidiary Obligor; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 9.3 for which the Administrative Agent has not then been paid by the Borrower Borrowers ----------- or the Subsidiary Obligors or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditIssuing Lender; (vE) fifth, to pay interest due in respect of Swing Line LoansLoans and L/C Obligations; (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations and Hedging Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiG) eleventhseventh, to provide required cash collateral, collateral if required any pursuant to Section 3.11 and2.19; and --------- (xiiH) twelftheighth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrowers, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Base Rate Loans, ----- and then to repay outstanding Eurodollar Rate Loans and Korean Eurodollar Loans ---- with those Eurodollar Rate Loans and Korean Eurodollar Loans, as applicable, which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 11.3 and the related provisions of this Agreement are set forth solely -------- to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Issuing Lender and the issuer(s) other Holders of Letters of Credit Secured Obligations as among themselves. The As long as a Default shall have occurred and is continuing, the order of priority set forth in clauses (ivD) through (xH) of this Section 12.3 11.3 may at any time and from ----------- --- ------------ time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the BorrowerBorrowers, the Subsidiary Obligors, or any other Person; provided, that the . The order of priority set forth in clauses (A) through (C) of payments in respect of Swing Line Loans ----------- --- this Section 11.3 may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative ------------- Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. (a) On each Facility Payment Date and each Interest Payment Date, Borrower shall prepare and deliver to Lender and the depository institution where the Dedicated Accounts have been established a distribution worksheet detailing the application of amounts on deposit in the Dedicated Accounts in accordance with this Section 2.07. The Administrative Agent application of payments by Lender to the reduction of the Obligations shall, unless otherwise specified at in the direction absence of the Required Lenders manifest error, be binding upon Borrower. (b) On each Facility Payment Date (other than any Facility Payment date which direction is also an Interest Payment Date which shall be consistent with the last two sentences of this governed by Section 12.32.07(c)), apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral amounts on deposit in the following orderReceivables Dedicated Account and then all amounts on deposit in each Servicing Rights Dedicated Account shall be applied as follows: (i) first, to pay the payment of all non-principal amounts (including, without limitation, Expenses) other than accrued and unpaid interest owing with respect to the Loan; (ii) second, in the event that a Servicer Advance is paid in full, to the payment of outstanding principal with respect to the Loan; (iii) third, without limiting the rights of Lender under Section 2.05, to the payment of principal to satisfy any Borrowing Base Deficiency owing with respect to the Loan; (iv) fourth, to the payment of all other costs and fees payable to Lender pursuant to this Agreement; and (v) fifth, any remainder to Borrower. (c) On each Interest Payment Date, all amounts on deposit in the Receivables Dedicated Account and then principal all amounts on deposit in each Servicing Rights Dedicated Account shall be applied as follows: (i) first, to the payment of any portion accrued and unpaid interest owing with respect to the Loan; (ii) second, in the same order of priority as set forth in Section 2.07(b)(i)-(v) (d) With respect to prepayments pursuant to Section 2.03(c), such amounts shall be applied as follows: (i) first, to all non-principal amounts (including, without limitation, Expenses) owing with respect to the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the BorrowerLoan (other than accrued and unpaid interest); (ii) second, to pay the payment of accrued and unpaid interest on and then principal of any advance made under Section 10.3 for which owing with respect to the Administrative Agent has not then been paid by the Borrower or reimbursed by the LendersLoan; (iii) third, to the ratable payment of the Obligations in principal with respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent;Loan until reduced to zero; and (iv) fourth, to pay Obligations payment of all costs and fees and any other Obligations. (e) Notwithstanding the preceding provisions, if an Event of Default shall have occurred hereunder, all funds in respect the Receivables Dedicated Account and then all funds in each Servicing Rights Dedicated Account shall be applied as follows: (i) first, in the same order of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Creditpriority as set forth in Section 2.07(c)(i)-(ii); (vii) fifthsecond, to pay interest due in the payment of outstanding principal with respect of Swing Line Loansto the Loan until reduced to zero; (viiii) sixththird, to pay interest due in respect payment of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (all costs and fees and any other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 Obligations; and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at fourth, any time and from time remainder to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall, unless otherwise specified at the direction Notwithstanding any contrary provision contained in this Agreement or in any of the Required Lenders which direction other Financing Agreements, after the occurrence of a Default or an Event of Default Borrower irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received by Lender from Borrower or with respect to any of the Collateral, and Borrower and Lender does hereby irrevocably agree that any and all payments or proceeds so received shall be consistent with applied in the last two sentences following manner: First, to the payment of this Section 12.3all fees, apply all payments costs, expenses and prepayments indemnities of Lender (in its capacity as such), including reasonable attorneys’ fees and costs of Lender, and any other Liabilities owing to Lender in respect of any Obligations and all proceeds of sums advanced by Lender to preserve the Collateral or to preserve its security interest in the following order: Collateral (i) firstor any other collateral provided pursuant to any other Financing Agreement); Second, to pay interest on and then principal payment of any that portion of the Loans which the Administrative Agent may have advanced on behalf Liabilities constituting fees, costs, expenses and indemnities of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) secondLender; Third, to pay interest on payment of that portion of the Liabilities constituting fees, costs, expenses and then principal indemnities of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) thirdLender as provided herein; Fourth, to the ratable payment of all of the Obligations in respect Liabilities consisting of any fees, expenses, reimbursements or indemnities then due accrued and unpaid interest owing to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventhLender; Fifth, to the ratable payment or prepayment of all Liabilities consisting of principal outstanding on Swing Line Loans; (viii) eighthowing to Lender; Sixth, to the ratable payment of all Bank Product Obligations (including with respect to any Hedging Agreement) owing to Lender or prepayment of principal outstanding on the Term Loans; (ix) ninthits Affiliates; Seventh, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other ObligationsLiabilities owing to Lender; and Last, the payment of any remaining proceeds, if any, to whomever may be lawfully entitled to receive such amounts, including, if applicable, Borrower. Unless otherwise required by the terms of All amounts owing under this Agreement, all principal payments Agreement in respect of Loans (other than Swing Line Loans) Liabilities including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans payable in accordance with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order the foregoing waterfall provisions irrespective of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments whether a claim in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth such amounts is allowed or allowable in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arrangerany insolvency proceeding.

Application of Payments. The Administrative If the Obligations have become due and payable in full or if at any time insufficient funds are received by and available to the Agent shallto fully pay all fees, unless otherwise specified at costs, expenses, principal, interest and other amounts due to Agent and the direction of Lenders under this Agreement and the Required Lenders which direction other Loan Documents, such funds received by Agent shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: applied: (ia) first, to pay interest the payment of fees, costs, disbursements, indemnities and other expenses (including Attorney Costs of Agent’s counsel) owing to Agent, including without limitation, if applicable, amounts incurred in realizing on and then principal of any portion of Collateral or otherwise enforcing the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; Loan Documents; (iib) second, to pay interest the payment of fees, costs, disbursements, indemnities, and other expenses owing to the Lenders (other than LC Fees, Revolving Loan Commitment Fee, Used Vehicle Floorplan Commitment Fee, and New Vehicle Floorplan Commitment Fee), including without limitation, if applicable, amounts incurred in realizing on Collateral or otherwise enforcing the Loan Documents and then principal of any advance made under amounts owing pursuant to Article 7 and Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; 17.1; (iiic) third, to the ratable payment of LC Fees, Revolving Loan Commitment Fees, New Vehicle Floorplan Commitment Fee and Used Vehicle Floorplan Commitment Fee; (d) fourth to the Obligations in respect payment of accrued interest on all of the Loans and other Obligations, (e) fifth to the payment to Swing Line Lender of any fees, expenses, reimbursements or indemnities then due to principal amount of the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of New Vehicle Swing Line Loans; Loans in excess of the New Vehicle Swing Line Commitment; (vif) sixth, to pay interest due in respect the payment of the remaining principal owing to all of the Lenders on all of the Loans. , LC Obligations, and other Obligations, allocated to the Lenders based upon their Pro Rata Shares; (viig) seventh, to fully cash collateralize the ratable payment or prepayment of principal LC Obligations and any outstanding on Swing Line Loans; Payment Commitments; (viiih) eighth, to payment of the ratable payment or prepayment of principal outstanding on Permitted Swap Obligations, ratably among the Term Loans; Lenders in proportion to the respective amounts described in this clause (ixh) held by them; and (i) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenthbalance, if any, to the ratable payment Borrowers or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arrangerlaw.

Application of Payments. The Subject to the provisions of Section 12.2(B), the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the applicable Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the applicable Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line Loans and Alternate Currency Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans or Alternate Currency Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans and Alternate Currency Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 3.11; and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementCompany, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the BorrowerCompany, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line BankBank and in respect of Alternate Currency Loans may be changed only with the prior written consent of the Alternate Currency Banks. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the BorrowerCompany; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivC) fourththird, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditLenders; (vD) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixthfourth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 ; and (xiiE) twelfthfifth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementCompany, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to the outstanding Revolving Loans, and second, to the outstanding Alternate Currency Loans, and third to the outstanding Competitive Bid Loans, in each case, first, to repay outstanding Floating Alternate Base Rate Loans, and then to repay outstanding Eurodollar Rate Eurocurrency Loans (or other fixed rate Loans) with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Agent and the issuer(s) of Letters of Credit Lenders as among themselves. The order of priority set forth in clauses (ivD) through and (xE) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the any Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Subject to the provisions of Section 2.17, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.311.3, apply all payments and prepayments received after the occurrence and during the continuance of a Default in respect of any Obligations and all proceeds of the Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative an Agent may have advanced on behalf of any Lender for which the Administrative such Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentAgents; (iviii) fourththird, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditLenders; (viv) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixthfourth, to pay interest due in respect of Loans.; (viiv) seventhfifth, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiivi) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfthsixth, to the ratable payment of all other Obligations; and (vii) seventh, to the Borrower. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 11.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Agents and the issuer(s) of Letters of Credit Lenders as among themselves. The order of priority set forth in clauses (iviii) through (xvi) of this Section 12.3 11.3 may at any time and from time to time be changed at the direction by all of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through and (iiiii) of this Section 12.3 11.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the ArrangerAgents.

Application of Payments. The Subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.313.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) : first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) ; second, to pay interest on and then principal of any advance made under Section 10.3 11.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) ; third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) ; fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit; (v) Issuing Bank; fifth, to pay interest due in respect of Swing Line Loans; (vi) ; sixth, to pay interest due in respect of Loans (other than Swing Line Loans. (vii) and L/C Obligations; seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) ; eighth, subject to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninthSection 2.5(B), to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenthdetermine in its sole discretion; ninth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh; tenth, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth3.11; and eleventh, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 13.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit Issuing Bank as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 13.3 may at any time and from time to time be changed at the direction by all of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 13.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Subject to the provisions of Section 2.5 and Section 8.2, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.311.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 9.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations and Hedging Obligations under Hedging Agreements with any Lender (or affiliate thereof) in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiI) eleventhninth, to provide required cash collateral, collateral if required any pursuant to Section 3.11 2.24; and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to the outstanding Revolving Loans and, second, to the outstanding Term Loans, in each case, first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 11.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit and other Holders of Secured Obligations as among themselves. The order of priority set forth in clauses (ivD) through (xH) of this Section 12.3 11.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 11.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall(a) Subject to Section 2.2(c), unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.32.7 and Section 2.8, apply all payments and prepayments in respect of any Obligations to be made hereunder by Borrower and all proceeds of Collateral received by Administrative Agent, shall be applied, so long as no Event of Default has occurred and is continuing, to reduce the Collateral balance of the Revolving Loans outstanding, then to be applied against payments owing under the Term Loan that are currently due, and, thereafter, to Borrower or such other Person entitled thereto under applicable law. (b) Except as otherwise provided with respect to Defaulting Lenders, Borrower and each Lender irrevocably agrees that, after the occurrence and during the continuance of an Event of Default, Administrative Agent, on behalf of the Lenders and the Bank Product Providers, shall apply any and all payments received in the following order: (i) manner: first, to payment of fees, costs and expenses of Administrative Agent payable or reimbursable by Borrower under the Loan Documents; second, to payment of fees, costs and expenses of any Lender payable or reimbursable by Borrower under the Loan Documents; third, to pay interest on due in respect of Settlements, Swing Loans and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) secondProtective Advances; fourth, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations due in respect of any feesall Revolving Loans (other than Settlements, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders Swing Loans and the issuer(s) of Letters of Credit; (v) Protective Advances); fifth, to pay interest due in respect of Swing Line all Term Loans; (vi) ; sixth, to pay interest or prepay principal due in respect of Loans. (vii) Settlements, Swing Loans and Protective Advances; seventh, to pay or prepay: (i) principal of the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Revolving Loans (other than Swing Line Loans Settlements and Term LoansProtective Advances), and (ii) and any unpaid Reimbursement Obligations in such respect of any outstanding Letters of Credit, as applicable; eighth, to pay or prepay principal due in respect of the Term Loans (in the inverse order as of the Administrative Agent may determine; (x) maturity of the installments due thereunder); ninth, to pay, prepay or provide cash collateral in respect of outstanding Letters of Credit; tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all any other Obligation (including, without limitation, any Bank Product Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, due to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, any Lender or any Bank Product Provider by Borrower; and eleventh, any remainder shall be for the Lenders, the Swing Line Bank account of and the issuer(spaid to Borrower or such other Person entitled thereto under applicable law. (c) of Letters of Credit as among themselves. The order of priority set forth All payments to be applied in clauses (iv) through (x) of accordance with this Section 12.3 may at any time 8.6 shall be so applied ratably among Lenders and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the BorrowerSwing Lender, or any other Person; providedas applicable, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, based upon their applicable Pro Rata Shares and in the case of clause any payment in respect of any Bank Products Obligations to the applicable Bank Product Providers, ratably in proportion to the amounts owing in respect thereof. (iii)d) Upon the occurrence and continuation of an Event of Default, with Borrower is deemed to have irrevocably waived the prior written consent right to direct the application of any and all payments received by Administrative Agent from or on behalf of Borrower and specifically waives the Arrangerprovisions of California Civil Code sections 1479 and 2822 or similar provisions under any other applicable law giving Borrower the right to designate application of payments.

Application of Payments. The Subject to the provisions of Section 9.2, the ----------------------- ----------- Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any ------------- Obligations received after the occurrence and all proceeds during the continuance of the Collateral a Default or Unmatured Default in the following order: : (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; ; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the ------------- Borrower or reimbursed by the Lenders; ; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; ; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; ; (vE) fifth, to pay interest due in respect of Swing Line Loans; ; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans. ) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; ; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; ; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 and 3.11; and ------------- (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied to the outstanding Revolving Loans first, to repay outstanding Floating Rate Loans, and then to ---- repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely ------------- to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 ----------- --- ------------ may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing -------- Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.----------- ---

Application of Payments. The Subject to the provisions of Section 9.2, the ----------------------- ----------- Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any ------------- Obligations received after the occurrence and all proceeds during the continuance of the Collateral a --- Default or Unmatured Default in the following order: : - (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; ; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the ------------- Borrower or reimbursed by the Lenders; ; -- (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; ; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; Lenders; (vE) fifth, to pay interest due in respect of Swing Line Loans; ; (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; ; and (xiG) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfthseventh, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied to the outstanding Loans first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with ---- those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this ------------- Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Agent and the issuer(s) of Letters of Credit Lenders as among themselves. The order of priority set forth in clauses (ivD) through (xG) of this Section 12.3 may at any time and ----------- --- ------------ from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be ------------ --- ------------ changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations received after the occurrence and all proceeds during the continuance of the Collateral a Default or Unmatured Default in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditLenders; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 Agreements; and (xiiG) twelfthseventh, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied to the outstanding Loans first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Agent and the issuer(s) of Letters of Credit Lenders as among themselves. The order of priority set forth in clauses (ivD) through (xG) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The If the Borrower, prior to the occurrence of a Default, has remitted a payment to the Administrative Agent or any Lender without indicating the Obligation to be reduced thereby, or at any time after the occurrence of a Default, subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivC) fourththird, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vD) fourth, to pay interest due in respect of Term Loans; (E) fifth, to pay interest due in respect of Swing Line LoansLoans (other than Term Loans and L/C Obligations); (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ixG) ninthseventh, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiH) eleventheighth, to provide required cash collateral, if required pursuant to Section 3.11 3.11; and (xiiI) twelfthninth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the issuer(s) of Letters of Credit as among themselves. The Upon written notice to the Borrower, the order of priority set forth in clauses (ivC) through (xI) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, Borrower or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through and (iiiB) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Subject to the provisions of Section 8.2, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.311.4, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral collateral in the following order: (ia) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expensesexpense reimbursements or indemnities then due to the Agent; (b) second, to the ratable payment of Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditLC Issuer(s); (vc) fifththird, to pay the ratable payment of interest due in respect of Swing Line LoansLoans and LC Obligations; (vid) sixth, to pay interest due in respect of Loans. (vii) seventhfourth, to the ratable payment or prepayment of principal outstanding on Swing Line Loans, Reimbursement Obligations and Hedging Obligations; (viiie) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventhfifth, to provide required cash collateral, if required pursuant to Section 3.11 2.23 and (xiif) twelfthsixth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Eurocurrency Loans with those Eurodollar Rate Eurocurrency Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 11.4 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank LC Issuer(s) and the issuer(s) other holders of Letters of Credit Obligations as among themselves. The order of priority set forth in clauses (ivb) through (xf) of this Section 12.3 11.4 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the . The order of priority set forth in clause (a) of payments in respect of Swing Line Loans this Section 11.4 may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall(i) Anything contained herein to the contrary notwithstanding (including, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this without limitation, Section 12.31.6(b) hereof), apply all payments and prepayments collections received in respect of any connection with the Obligations and all proceeds of the Collateral received, in each instance, by the following orderAdministrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Commitments as a result of an Event of Default or otherwise in connection with the exercise of remedies under the Loan Documents shall be remitted to the Administrative Agent and distributed as follows: (i1) first, to pay interest on and then principal the payment of any portion outstanding costs and expenses incurred by the Administrative Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Loans which Borrower and the Guarantors have agreed to pay the Administrative 735490334 Agent under Section 13.15 (such funds to be retained by the Administrative Agent may have advanced on behalf of any Lender for its own account except to the extent it has previously been reimbursed for such costs and expenses by the Lenders, in which event such reimbursed amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Administrative Agent has after application to the Administrative Agent of all such amounts for which it had not then been previously reimbursed by such Lender or the BorrowerLenders); (ii2) second, to pay interest on and then principal the payment of any advance made outstanding interest and fees due under Section 10.3 for which the Administrative Agent has not then been paid by Loan Documents to be allocated pro rata in accordance with the Borrower or reimbursed by the Lendersaggregate unpaid amounts owing to each holder thereof; (iii3) third, to the ratable payment of principal on the Obligations in respect of any feesLoans, expensesunpaid Reimbursement Obligations, reimbursements or indemnities then due together with amounts to be held by the Administrative Agent; Agent as collateral security for any outstanding L/C Obligations pursuant to Section 9.4 (iv) fourthuntil the Administrative Agent is holding the Minimum Collateral Amount of the then outstanding amount of all such L/C Obligations), to pay Obligations in respect of any feesand Hedging Liability, expensesthe aggregate amount paid to, reimbursements or indemnities then due to held as collateral security for, the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, L/C Issuer and, in the case of clause (iii)Hedging Liability, their Affiliates to be allocated pro rata in accordance with the prior written consent aggregate unpaid amounts owing to each holder thereof; (4) fourth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the ArrangerBorrower and the Guarantors secured by the Loan Documents (including, without limitation, Funds Transfer and Deposit Account Liability) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and (5) finally, to the Borrower or whoever else may be lawfully entitled thereto.

Application of Payments. The Administrative Subject to the provisions of SECTION 9.2, (i) prior to the occurrence of a Default, the Agent shall apply all payments and prepayments in respect of the Obligations in such order as shall be specified by the Borrower and (ii) after the occurrence of a Default, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section SECTION 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section SECTION 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditIssuing Banks; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 SECTION 3.10 and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied firstFIRST, to repay outstanding Floating Rate Loans, and then THEN to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in CLAUSE (II) of this Section SECTION 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Bank, and the issuer(s) of Letters of Credit Issuing Banks as among themselves. The order of priority set forth in clauses CLAUSES (ivD) through (xJ) of this Section SECTION 12.3 may 397909 Execution Copy 83 at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; providedPROVIDED, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses CLAUSES (iA) through (iiiC) of this Section SECTION 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shallAnything contained herein to the contrary notwithstanding, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments collections received in respect of any the Obligations and all proceeds of the Collateral received, in each instance, by the following orderAdministrative Agent or any of the Banks after the occurrence and during the continuation of an Event of Default shall be remitted to the Administrative Agent and distributed as follows: (ia) first, to pay interest on and then principal the payment of any portion outstanding costs and expenses incurred by the Administrative Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan Documents, to the extent such costs and expenses are of a character which the Loans which Company and the other Borrowers have agreed to pay the Administrative Agent may have advanced on behalf of any Lender for which under (i) Section 17.15 hereof or (ii) the other Loan Documents (such funds to be retained by the Administrative Agent for its own account unless it has not then previously been reimbursed for such costs and expenses by the Banks, in which event such Lender or amounts shall be remitted to the BorrowerBanks to reimburse them for payments theretofore made to the Administrative Agent); (iib) second, to pay the payment of principal and interest on and then principal of any advance made under Section 10.3 for which the Notes, unpaid Reimbursement Obligations, together with amounts to be held by the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; as collateral security for any outstanding L/C Obligations (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as until the Administrative Agent may determine; (x) tenth, is holding an amount of cash equal to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment then outstanding amount of all such L/C Obligations), unpaid fees and other Obligations. Unless otherwise required by Obligations due under the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate LoansLoan Documents, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative AgentHedging Liability, the Lendersaggregate amount paid to, or held as collateral security for, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, Banks and, in the case of clause (iii)Hedging Liability, their Affiliates to whom such Obligations and Hedging Liability are owed to be allocated pro rata in accordance with the prior written consent of aggregate unpaid amounts owing to each; and (c) third, to the ArrangerCompany or whoever else may be lawfully entitled thereto.

Application of Payments. The Administrative Subject to the provisions of Section 9.2, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay the ratable payment of Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay the ratable payment of interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretionAgreements; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 and (xiiJ) twelfthtenth, to the ratable payment of all other Secured Obligations, including, without limitation, Cash Management Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) -108- 116 shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit and other Holders of Secured Obligations as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shallOn each day that Collections are received by any Person, unless otherwise specified at Imperial PFC shall (or shall cause such other Person to) on the direction Business Day of such receipt, transfer such amounts to the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral Collection Account for distribution in the following orderorder of priority: (ia) first, to pay interest on the Servicer an amount equal to the accrued and unpaid Servicing Fees then principal of any portion of due and payable in accordance with the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the BorrowerServicing Agreement until paid in full; (iib) second, to pay interest on the Insurance Collateral Agent an amount equal to any fees, expense reimbursements, indemnities and other amounts then principal of any advance made under Section 10.3 for which due and payable to the Administrative Insurance Collateral Agent has not then been in accordance with the Collateral Agency Agreement until paid by the Borrower or reimbursed by the Lendersin full; (iiic) third, to pay any other third parties, including but not limited to the ratable payment Cash Management Bank, an amount equal to any accrued and unpaid fees and other amounts then due and payable to such Person in accordance with the applicable agreement between Imperial PFC and such Person then in effect until paid in full; (d) fourth, to pay Lexington in respect of any unreimbursed Advances made by Lexington (including any interest capitalized thereon) until paid in full; [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (e) fifth, to pay Lexington the Obligations in respect of any fees, expenses, reimbursements or indemnities amounts then due other than with respect to the Administrative Agent;Outstanding Reimbursement Amount until paid in full; and (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vif) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order Lexington any remaining amount as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligationsthe Outstanding Reimbursement Amount until the Outstanding Reimbursement Amount has been paid in full. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) For purposes of this Section 12.3 may at 3.02, “paid in full” means payment in cash of all amounts owing under the Settlement Documents and the Transaction Documents according to the terms thereof, including loan fees, servicing fees, professional fees, interest (and specifically including interest accrued after the commencement of any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iiiInsolvency Proceeding), with default interest, interest on interest, and expense reimbursements, whether or not the prior written consent of the Arrangersame would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

Application of Payments. The Administrative All amounts paid to or received by Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of monetary Obligations, from whatever source (whether from any Obligations and all proceeds Borrower or any other Loan Party pursuant to such other Loan Party's guaranty of the Obligations, any realization upon any Collateral or otherwise) shall be applied by Agent to the Obligations in the following ordersuch order as Agent may elect, and absent such election shall be applied as follows: (i) firstFIRST, to pay interest on reimburse Agent for all out-of-pocket costs and then principal of expenses, and all indemnified losses, incurred by Agent which are reimbursable to Agent in accordance with this Agreement or any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrowerother Loan Documents; (ii) secondSECOND, to pay any accrued but unpaid interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the LendersProtective Advances; (iii) thirdTHIRD, to the ratable payment of the Obligations in respect outstanding principal of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentProtective Advances; (iv) fourthFOURTH, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due accrued but unpaid fees owing to the Agent and Lenders and the issuer(s) of Letters of Creditunder this Agreement and/or any other Loan Documents; (v) fifthFIFTH, to pay any unpaid accrued interest due in respect of Swing Line Loanson the Obligations; (vi) sixthSIXTH, to pay interest due in respect the outstanding principal of Loans.the Loans and, to the extent required by Agent, to cash-collateralize the Letter of Credit Balance; and (vii) seventhSEVENTH, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all any other outstanding Obligations. Unless otherwise required ; and after Payment in Full, any further amounts paid to or received by the terms of this Agreement, all principal payments Agent in respect of Loans the Obligations (other than Swing Line Loansso long as no monetary Obligations are outstanding) shall be applied firstpaid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts will be credited to repay outstanding Floating Rate Loans, the Loan Account and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order reduce gross Accounts in the Borrowing Base Calculation upon Agent's receipt of priority an advice from Agent's 314050368.12 Bank (set forth in this Section 12.3 5 of Annex I) that such items have been credited to Agent's account at Agent's Bank (or upon Agent's deposit thereof at Agent's Bank in the case of payments received by Agent in kind), in each case subject to final payment and collection. However, for purposes of computing interest on the related provisions Obligations, such items shall be deemed applied by Agent three (3) Business Days after Agent's receipt of this Agreement are set forth solely to determine the rights and priorities advice of the Administrative deposit thereof at Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person's Bank; provided, that if such payment is received after 3:00 p.m. ET on any Business Day, such payment shall be deemed received on the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses following Business Day and deemed applied three (i3) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the ArrangerBusiness Days after such date.

Application of Payments. The Subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.313.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) first, to pay the ratable payment of interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the applicable Borrower; (ii) second, to pay the ratable payment of interest on and then principal of any advance made under Section 10.3 11.3 for which the Administrative Agent has not then been paid by the applicable Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders Lenders, the Swing Line Bank and the issuer(s) of Letters of CreditIssuing Bank; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, subject to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninthSection 2.5(B), to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determinedetermine in its sole discretion; (xix) tenthninth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xix) eleventhtenth, to provide required cash collateral, if required pursuant to Section 3.11 3.11; and (xiixi) twelftheleventh, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence and during the continuance of a Default) by the terms of this AgreementBorrowers, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 13.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit Issuing Bank as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 13.3 may at any time and from time to time be changed at the direction by all of the Lenders without necessity of notice to or consent of or approval by the BorrowerBorrowers, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 13.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.313.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the applicable Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 11.3 for which the Administrative Agent has not then been paid by the applicable Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent;Agent or the Arranger; 104 (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans (other than Swing Line Loans) and Reimbursement Obligations; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determineprovide required cash collateral, if required, pursuant to Section 3.11; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Designated Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion;Agreements; and (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementCompany, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 13.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (xix) of this Section 12.3 13.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the BorrowerCompany, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 13.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Subject to the provisions of SECTION 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall 106 be consistent with the last two sentences sentence of this Section 12.3SECTION 12.3 (it being agreed and understood that so long as no Default shall have occurred and is continuing any modification of the application of payments shall be made only with the consent of the Borrower), apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section SECTION 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determineObligations; (xI) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 andSECTION 3.11; (xiiJ) twelfthtenth, to the ratable payment of all other Obligations; and (K) eleventh, to the Hedging Obligations under Hedging Agreements. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied firstFIRST, to repay outstanding Floating Rate Loans, and then THEN to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section SECTION 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit and other Holders of Secured Obligations as among themselves. The order of priority set forth in clauses CLAUSES (ivD) through (xK) of this Section SECTION 12.3 may at any time and from time to time be 107 changed at the direction of by the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; providedPROVIDED, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses CLAUSES (iA) through (iiiC) of this Section SECTION 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall, unless otherwise ----------------------- specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments ------------ and (subject to the provisions of Section 2.5.3(B) and Section 8.2) prepayments ---------------- ----------- in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the BorrowerCompany; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 10.13 for which the Administrative Agent has not then been paid by the ------------- applicable Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determineObligations; (xI) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 and2.6.4; ------------- (xiiJ) twelfthtenth, to the ratable payment of all other Obligations; and (K) eleventh, to the Rate Hedging Obligations, if any, payable by the Company or any of its Subsidiaries to one or more of the Lenders or an Affiliate of a Lender. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementCompany, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to the outstanding ----- Revolving Loans, and second, to the outstanding Term Loans, in each case, first, ------ ----- to repay outstanding Floating Alternate Base Rate Loans, and then to repay outstanding Eurodollar Rate ---- Eurocurrency Loans with those Eurodollar Rate Eurocurrency Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related ------------ provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Loan Lender and the issuer(s) of Letters of Credit and other Holders of Secured Obligations as among themselves. The order of priority set forth in clauses (ivD) through (xK) of this Section 12.3 ----------- --- ------------ may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line -------- Loans may be changed only with the prior written consent of the Swing Line BankLoan Lender and the order of priority to which the Lenders with Term Loans are entitled shall not be modified without the approval of Lenders with Term Loan Percentages greater than fifty percent (50%). The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the ----------- --- ------------ prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.. 110

Application of Payments. The If an Event of Default has occurred and is continuing, any payments received by the Administrative Agent shall, unless otherwise specified at the direction from any of the Required Lenders which direction Loan Parties shall be consistent with applied by the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral Administrative Agent in the following order: (i) : first, to pay interest on the payment of all reasonable expenses, liabilities, and then principal of any portion of the Loans which advances incurred or made by the Administrative Agent may have advanced on behalf in connection with enforcement of remedies hereunder or under any other Credit Document, and to the ratable payment of any Lender other unreimbursed reasonable expenses for which the Administrative Agent has not then been or any Lender is to be reimbursed by such Lender pursuant to the terms hereof or the Borrower; (ii) any other Credit Document; second, to pay interest on the ratable payment of accrued but unpaid agent’s fees, commitment fees, letter of credit fees, and then principal of any advance made under Section 10.3 for which fronting fees owing to the Administrative Agent has not then been paid by Agent, the Borrower or reimbursed by Issuing Banks, and the Lenders; (iii) Lenders in respect of the Advances and Letters of Credit under this Agreement and the Notes; third, to the ratable payment of accrued but unpaid interest on the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders Advances owing under this Agreement and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfthNotes; fourth, to the ratable payment of (i) all other Obligations which relate to the Advances and Letters of Credit and which are owing to the Administrative Agent and the Lenders (other than amounts owing to any counterparty under any Lender Hedging Agreement), (ii) all amounts due and owing to the counterparties under any Lender Hedging Agreement, and (iii) all amounts due and owing to the Lenders and their respective Affiliates in connection with any Banking Service Obligations. Unless otherwise required ; and fifth, any surplus of such cash or cash proceeds held by the terms Administrative Agent and remaining after the payment in full of all the Obligations shall be promptly paid over to the Borrower or to whoever may be lawfully entitled to receive such surplus. Notwithstanding the foregoing, amounts received from any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act shall not be applied to any Excluded Pari Passu Hedging Obligations (it being understood, that in the event that any amount is applied to Obligations other than Excluded Pari Passu Hedging Obligations as a result of this AgreementSection 7.06, all principal payments the Administrative Agent may make such adjustments as it determines are appropriate to distributions pursuant to clause fourth above from amounts received from “eligible contract participants” under the Commodity Exchange Act to ensure, as nearly as possible, that the proportional aggregate recoveries with respect to Obligations described in clause fourth above by the holders of any Excluded Pari Passu Hedging Obligations are the same as the proportional aggregate recoveries with respect to other Obligations pursuant to clause fourth above). Administrative Agent shall incur no liability in connection with any determination of the existence or amount of Excluded Pari Passu Hedging Obligations and Administrative Agent may reserve from the application of amounts under this Section 7.06 any amounts it believes may be distributable in respect of Loans (other than Swing Line Loans) shall be applied firstExcluded Pari Passu Hedging Obligations until it has received evidence satisfactory to it of the existence, to repay outstanding Floating Rate Loansor lack of existence, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periodsamount of such Excluded Pari Passu Hedging Obligations. The order Further, Administrative Agent may rely on certifications and representations from the Borrower in determining the existence and amount of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of such Excluded Pari Passu Hedging Obligations. 3rd Amended/Restated Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.Agreement

Application of Payments. The Administrative Agent Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, unless otherwise specified at as applicable, be apportioned ratably among the direction Lenders, except for fees payable solely to the Agent or any LC Issuer and except as provided in the fee letter referenced in Section 10.13. Subject to the provisions of Section 2.2 governing the Required Lenders which direction application of mandatory prepayments, all payments shall be consistent with remitted to the last two sentences Agent and all such payments not relating to principal or interest of this Section 12.3specific Loans, apply all payments and prepayments in respect or not constituting payment of any Obligations specific fees, and all proceeds of any Collateral received by the Collateral in Agent following acceleration of the following order: (i) maturity of the Obligations pursuant to Section 8.1, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay interest on and any fees, indemnities, or expense reimbursements including amounts then principal of any portion of due to the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or from the Borrower; (ii) , second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expensesindemnities, or expense reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and from the issuer(s) of Letters of Credit; (v) fifthBorrower, third, to pay interest due in respect of Swing Line the Revolving Loans; , including Non-Ratable Loans and Collateral Protection Advances, fourth, to pay or prepay ratably the principal amount of the Collateral Protection Advances, fifth, to pay or prepay ratably the principal amount of the Non-Ratable Loans and the Revolving Loans, unpaid Reimbursement Obligations in respect of Facility LCs, and an amount to the Agent equal to one hundred and three percent (vi103%) of the aggregate undrawn face amount of all outstanding Facility LCs to be held as cash collateral for such Obligations, sixth, to pay interest due in any amounts owing with respect of Loans. (vii) to Bank Products, seventh, to the ratable payment of any other Secured Obligation due to the Agent or prepayment of principal outstanding on Swing Line Loans; (viii) any Lender by the Borrower, and eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, Borrower. Notwithstanding anything to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations contrary contained in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval unless so directed by the Borrower, or unless a Default is in existence, neither the Agent nor any other Person; providedLender shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan, or (b) in the event, and only to the extent, that the order of priority of payments in respect of Swing Line there are no outstanding Floating Rate Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in any event, the case of clause (iii), Borrower shall pay the breakage losses with respect to Eurodollar Loans in accordance with Section 3.4. The Agent and the prior written consent Required Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Arranger.Secured

Application of Payments. The Administrative Subject to the provisions of SECTION 9.2, (i) prior to the occurrence of a Default, the Agent shall apply all payments and prepayments in respect of the Obligations in such order as shall be specified by the Borrower and (ii) after the occurrence of a Default, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section SECTION 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section SECTION 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditIssuing Bank; (vE) fifth, to pay interest due in respect of Swing Line LoansLoans and L/C Obligations; (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations and outstanding Hedging Obligations under any Hedging Agreements, in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiG) eleventhseventh, to provide required cash collateral, if required pursuant to Section 3.11 SECTION 3.10 and (xiiH) twelftheighth, to the ratable payment of all other Secured Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied firstFIRST, to repay outstanding Floating Rate Loans, and then THEN to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in CLAUSE (ii) of this Section SECTION 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Agent and the issuer(s) of Letters of Credit Issuing Bank as among themselves. The order of priority set forth in clauses CLAUSES (ivD) through (xH) of this Section SECTION 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses CLAUSES (iA) through (iiiC) of this Section SECTION 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall(a) Anything contained herein to the contrary notwithstanding (including, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this without limitation, Section 12.31.6(b) hereof), apply all payments and prepayments collections received in respect of any connection with the Obligations and all proceeds of the Collateral received, in each instance, by the following orderAdministrative Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Commitments as a result of an Event of Default or otherwise in connection with the exercise of remedies under the Loan Documents shall be remitted to the Administrative Agent and distributed as follows: (i) first, to pay interest on and then principal the payment of any portion of outstanding fees due under the Loans which Loan Documents payable to the Administrative Agent may and costs and expenses incurred by the Administrative Agent, and any security trustee therefor, in monitoring, 748271253 verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan Documents, and in any event including all costs and expenses of a character which the Borrower and the Guarantors have advanced on behalf of any Lender for which agreed to pay the Administrative Agent under Section 13.15 (such funds to be retained by the Administrative Agent for its own account except to the extent it has not then previously been reimbursed for such costs and expenses by the Lenders, in which event such Lender or reimbursed amounts shall be remitted to the BorrowerLenders to reimburse them for payments theretofore made to the Administrative Agent after application to the Administrative Agent of all such amounts for which it had not been previously reimbursed by the Lenders); (ii) second, to pay interest on and then principal the payment of any advance made outstanding fees due under the Loan Documents payable to any Lender, Swingline Lender and L/C Issuer and costs and expenses incurred by any Lender, Swingline Lender and L/C Issuer, including all costs and expenses of a character which the Borrower and the Guarantors have agreed to pay such Lender, Swingline Lender and L/C Issuer under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders13.15; (iii) third, to the ratable payment of the Obligations in respect any outstanding interest and principal of any fees, expenses, reimbursements or indemnities Swingline Loans then due to the Administrative Agentoutstanding; (iv) fourth, to pay Obligations in respect the payment of any fees, expenses, reimbursements or indemnities then outstanding interest due under the Loan Documents to be allocated pro rata in accordance with the Lenders and the issuer(s) of Letters of Creditaggregate unpaid amounts owing to each holder thereof; (v) fifthfifth to the payment of principal on the Loans, unpaid Reimbursement Obligations, together with amounts to pay interest due be held by the Administrative Agent as collateral security for any outstanding L/C Obligations pursuant to Section 9.4 (until the Administrative Agent is holding the Minimum Collateral Amount of the then outstanding amount of all such L/C Obligations), and Hedging Liability, the aggregate amount paid to, or held as collateral security for, the Lenders and L/C Issuer and, in respect the case of Swing Line LoansHedging Liability, their Affiliates to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; (vi) sixth, to pay interest due the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Borrower and the Guarantors secured by the Loan Documents (including, without limitation, Funds Transfer and Deposit Account Liability) to be allocated pro rata in respect of Loans.accordance with the aggregate unpaid amounts owing to each holder thereof; and (vii) seventhfinally, to the ratable payment Borrower or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans whoever else may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arrangerlawfully entitled thereto.

Application of Payments. The After the exercise of remedies provided for in Section 10.02, any amounts received on account of the Secured Obligations shall be applied by the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (ia) first, to pay interest on and then principal the payment of any portion of the Loans which enforcement expenses incurred by the Administrative Agent may have advanced on behalf Agent; (b) second, to the ratable payment of any Lender all fees, expenses and indemnities (including amounts payable under Article III) for which the Administrative Agent has Agent, Lenders or any Affiliate of a Lender have not then been paid or reimbursed by such in accordance with the Loan Documents or Lender Hedging Agreements (as used in this Section 10.05(b), a “ratable payment” for any Lender, Lender Affiliate or the BorrowerAdministrative Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses and indemnities owed to such Lender, Lender Affiliate or the Administrative Agent bears to the total aggregate fees, expenses and indemnities owed to all Lenders, Lender Affiliates and the Administrative Agent on such date of determination); (ii) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiic) third, to the ratable payment of accrued and unpaid Letter of Credit Fees, the Obligations in respect Matured LC Obligations, accrued and unpaid interest on, and principal of, the outstanding amount of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders Loans and the issuer(s) outstanding amount of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Secured Obligations under Lender Hedging Agreements, it being understood that for purposes of this clause (c) the outstanding amount of Secured Obligations under Lender Hedging Agreements refers to payments owing in such order connection with an Early Termination Date as defined in the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required 2002 Master Agreement form promulgated by the terms ISDA (or equivalent type payment obligation if some other form of this Agreement, all principal payments Derivative Contract is in respect of Loans effect) (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth as used in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent10.05(c), the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses “ratable payment” means for any Lender (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, andLender Affiliate, in the case of clause (iiia Lender Hedging Agreement), with on any date of determination, that proportion which the prior written consent accrued and unpaid Letter of Credit Fees, the Arranger.outstanding amount of Matured LC Obligations, accrued and unpaid interest on, and principal of, the outstanding amount of Loans and the outstanding amount of Secured Obligations under Lender Hedging Agreements owed to such Lender (or Lender Affiliate, in the case of a Lender Hedging Agreement) bears to the accrued and unpaid Letter of Credit Fees, the outstanding amount of Matured LC Obligations, accrued and unpaid interest on, and principal of, the outstanding amount of Loans and the outstanding amount of Secured Obligations under Lender Hedging Agreements owed to all Lenders (and Affiliates, in the case of a Lender Hedging Agreement));

Application of Payments. The Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.313.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the applicable Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 11.3 for which the Administrative Agent has not then been paid by the applicable Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentAgent or the Arranger; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 Obligations; and (xiiix) twelfthninth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementCompany, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 13.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (xix) of this Section 12.3 13.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the any Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 13.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Subject to the provisions of Section 9.2, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Interest Rate Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall(a) So long as no Event of Default has occurred and is continuing, unless otherwise specified at (i) payments consisting of proceeds of Accounts received in the direction ordinary course of the Required Lenders which direction business shall be consistent applied, first, to the 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 in accordance with the last two sentences provisions of this Section 12.3, apply all 2.10(c); and (iv) mandatory prepayments shall be applied as set forth in Section 2.10(d). All payments and prepayments in respect 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 following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any Obligations and all proceeds payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Administrative Agent shall have the Collateral 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 shall be applied to amounts then due and payable in the following order:: (1) to Fees and Administrative Agent’s expenses reimbursable hereunder; (2) to interest on the Swingline Loan; (3) to principal payments on the Swingline 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 to provide cash collateral for L/C Obligations in the manner described in Section 2.5(k), ratably to the aggregate, combined principal balance of the other Loans, unpaid Swap Related Reimbursement Obligations and outstanding L/C Obligations; and (6) to all other Obligations. (ib) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, Borrower and cause to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been be paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any feesall Fees, expenses, reimbursements Charges, costs (including insurance premiums in accordance with Section 6.3(a)) and interest and principal, other than principal of the Revolving Loan, owing by Borrower under this Agreement or indemnities then due any of the other Loan Documents if and to the extent Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed the Revolving Credit Limit at such time. At Administrative Agent;’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (ivc) fourth, Prepayments pursuant to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due Section 2.9 will be applied to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Revolving Loans. (viid) seventh, Prepayments described in Section 2.8(b) shall be applied first to repay Revolving Loans to the ratable extent of the value (if any) of any Account Receivable related assets included in such sale (either directly or as an asset of a subsidiary whose Stock was the subject of such sale), and second, any amounts remaining shall be applied to repay Revolving Loans. Prepayments described in Sections 2.8(c) and 2.8(d) shall be applied to prepay Revolving Loans. When amounts are required to be applied against Revolving Loans pursuant to Section 2.8, such amounts shall be applied first to outstanding Revolving Credit Advances until paid in full, second to cash collateralize all outstanding L/C Obligations until paid in full and third to repay any outstanding Swingline Loan. Subject to Section 2.10(e), considering each Loan being prepaid separately, any such prepayment shall be applied first to Base Rate Loans of the Class required to be prepaid before application to LIBOR Loans of the Class required to be prepaid, in each case in a manner which minimizes any resulting LIBOR breakage fee. (e) Each payment or prepayment of less than all the outstanding aggregate principal outstanding on Swing Line Loans; (viii) eighth, to amount of the ratable payment or prepayment Loans of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) any Class shall be applied first, pro rata to repay the Loans of that Class of all Lenders according to the respective outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate principal amounts of Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval that Class held by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arrangereach such Lender.

Application of Payments. The Administrative Subject to the provisions of Section 9.2, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Unless otherwise specifically provided in this Agreement or the other Loan Documents, payments made to Administrative Agent, Letter of Credit Issuers, or Lenders, or any of them, or otherwise received by Administrative Agent shallor Lenders, unless otherwise specified at or any of them (from realization on collateral for the direction of the Required Lenders which direction Obligations or otherwise), shall be consistent with the last two sentences of this applied (subject to Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral 2.4(c)) in the following order: (i) firstorder to the extent such Obligations are then due and payable hereunder: First, to pay the costs and expenses, if any, incurred by Administrative Agent, Letter of Credit Issuers, or Lenders, or any of them, in the collection of such amounts under this Agreement or any of the other Loan Documents, including, without limitation, any reasonable costs incurred in connection with the sale or disposition of any collateral for the Obligations and Attorney Costs; Second, pro rata among Administrative Agent, Letter of Credit Issuers and Lenders based on the total amount of fees then due and payable hereunder or under any other Loan Document and to any other fees and commissions then due and payable by Borrower to Lenders, Letter of Credit Issuers and Administrative Agent under this Agreement or any Loan Document; Third, to any due and unpaid interest which may have accrued on and then the Loans, pro rata among Lenders based on the outstanding principal amount of the Revolving Credit Loans outstanding immediately prior to such payment; Fourth, to any amounts outstanding with respect to draws under Letters of Credit; Fifth, to any unpaid principal of the Revolving Credit Loans, pro rata among Lenders based on the principal amount of the Revolving Credit Loans outstanding immediately prior to such payment; Sixth, to the extent any Letters of Credit are then outstanding, to Cash Collateralize the Letters of Credit in an amount equal to the outstanding Letter of Credit Exposure; Seventh, to any other Obligations not otherwise referred to in this Section 2.9 until all such Obligations are paid in full; Eighth, to actual damages incurred by Administrative Agent, Letter of Credit Issuers or Lenders, or any of them, by reason of any breach hereof or of any other Loan Documents by Borrower or a Restricted Subsidiary; and Ninth, upon satisfaction in full of all Obligations, to Borrower or as otherwise required by law. Notwithstanding the foregoing, after the occurrence and during the continuance of a Default or an Event of Default, payments with respect to items Fourth, and Fifth in the immediately preceding sentence shall be applied to such items based upon the ratio of the Obligations under each of such items to the aggregate Obligations under all of such items. If any Lender shall obtain any payment (whether involuntary or otherwise) on account of the Revolving Credit Loans made by it in excess of its ratable share of the Revolving Credit Loans then outstanding and such Lender’s share of any expenses, fees and other items due and payable to it hereunder, such Lender shall forthwith purchase a participation in the Revolving Credit Loans from the other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment ratably based on the applicable Commitment Ratios with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the Loans which purchasing Lender the Administrative Agent may have advanced on behalf purchase price to the extent of such recovery. Borrower agrees that any Lender for which the Administrative Agent has not then been reimbursed by such so purchasing a participation from another Lender or the Borrower; (ii) second, pursuant to pay interest on and then principal of any advance made under this Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third2.9 may, to the ratable fullest extent permitted by law, exercise all its rights of payment with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation so long as the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loansare not increased. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shallIf the Obligations have been accelerated, unless otherwise specified at all amounts received in the direction Concentration Account from any source, including the Blocked Account Banks, shall be applied, on the day immediately following receipt, as provided in Section 6.2 of the Required Lenders which direction Security Agreement. In all other events, all amounts received in the Concentration Account from any source, including the Blocked Account Banks, shall be consistent with applied, except as otherwise permitted pursuant to SECTION 2.20, on the last two sentences of this Section 12.3day immediately following receipt, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) : first, to pay interest due and payable on the Credit Extensions and to pay fees and expense reimbursements and indemnification then principal of any portion of the Loans which due and payable to the Administrative Agent may have advanced on behalf Agent, the Issuing Bank and the Revolving Credit Lenders; second, to repay outstanding Swingline Loans; third, to repay other outstanding Revolving Credit Loans that are Prime Rate Loans and all outstanding reimbursement obligations under Letters of any Lender for Credit; fourth, if no Event of Default has occurred and is then continuing, to fund a cash collateral deposit to the Cash Collateral Account (or, at the Lead Borrower's option, to make Permitted Investments in which the Administrative Agent has not a first perfected Lien) sufficient to pay, and with direction to pay, all such outstanding Revolving Credit Loans that are LIBO Loans on the last day of the then-pending Interest Period therefor, or if an Event of Default then been reimbursed by such Lender or the Borrower; (ii) secondexists, to pay interest on repay outstanding Revolving Credit Loans that are LIBO Loans and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest all Breakage Costs due in respect of Swing Line Loans; (vi) such repayment; fifth, if an Event of Default exists and during the continuance thereof, to fund a cash collateral deposit in the Cash Collateral Account in an amount equal to 105% of all Letter of Credit Outstandings; sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal if all outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Revolving Credit Loans and Term Loans) Letter of Credit Outstandings and Reimbursement Obligations in such order all amounts due to GE Money have been repaid or secured by cash collateral deposits as set forth above, and all Revolving Credit Commitments under this Agreement of the Administrative Agent may determine; (x) tenthSwingline Lender, to the ratable payment Issuing Bank or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied firstany Revolving Credit Lender have been terminated, to repay all other Obligations that are then outstanding Floating Rate Loansand then due and payable. If all Obligations are paid, any excess amounts shall be deposited in a separate cash collateral account, and as long as no Event of Default then exists, shall be released to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid the Borrowers and utilized by the Borrowers prior to those which have later expiring Interest Periodsany further Revolving Credit Loans being made. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of Any other amounts received by the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the BorrowerIssuing Bank, or any other Person; provided, that Lender as contemplated by SECTION 2.22 shall also be applied in the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth above in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the ArrangerSECTION 2.

Application of Payments. The Administrative Agent Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, unless otherwise specified at as applicable, be apportioned ratably among the direction Lenders, except for fees payable solely to the Agent or any LC Issuer and except as provided in the fee letter referenced in Section 10.13. Subject to the provisions of Section 2.2 governing the Required Lenders which direction application of mandatory prepayments, all payments shall be consistent with remitted to the last two sentences Agent and all such payments not relating to principal or interest of this Section 12.3specific Loans, apply all payments and prepayments in respect or not constituting payment of any Obligations specific fees, and all proceeds of any Collateral received by the Collateral in Agent following acceleration of the following order: (i) maturity of the Obligations pursuant to Section 8.1, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay interest on and any fees, indemnities, or expense reimbursements including amounts then principal of any portion of due to the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or from the Borrower; (ii) , second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expensesindemnities, or expense reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and from the issuer(s) of Letters of Credit; (v) fifthBorrower, third, to pay interest due in respect of Swing Line the Revolving Loans; , including Non-Ratable Loans and Collateral Protection Advances, fourth, to pay or prepay ratably the principal amount of the Collateral Protection Advances, fifth, to pay or prepay ratably the principal amount of the Non-Ratable Loans and the Revolving Loans, unpaid Reimbursement Obligations in respect of Facility LCs, and an amount to the Agent equal to one hundred ten percent (vi110%) of the aggregate undrawn face amount of all outstanding Facility LCs to be held as cash collateral for such Obligations, sixth, to pay interest due in any amounts owing with respect of Loans. (vii) to Bank Products, and seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, any other Secured Obligation due to the ratable Agent or any Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment or prepayment of principal outstanding which it receives to any Eurodollar Loan, except (a) on the Term Loans; expiration date of the Interest Period applicable to any such Eurodollar Loan, or (ixb) ninthin the event, and only to the ratable payment or prepayment extent, that there are no outstanding Floating Rate Loans and, in any event, the Borrower shall pay the breakage losses with respect to Eurodollar Loans in accordance with Section 3.4. The Agent and the Required Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Secured Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line LoansNon-Ratable Loans and Collateral Protection Advances) shall be applied first, first to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Subject to the provisions of SECTION 9.2, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section SECTION 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the any Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section SECTION 10.3 for which the Administrative Agent has not then been paid by the any Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line LoansLoans and L/C Obligations; (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Interest Rate Agreements in such order as the Administrative Agent may determine in its sole discretion; ; (xiG) eleventhseventh, to provide required cash collateral, if required pursuant to Section 3.11 SECTION 3.10 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall(a) Subject to the provisions of Section 2.22, unless otherwise specified at all amounts received in the direction of Concentration Account from any source, including the Required Lenders which direction Blocked Account Banks, shall be consistent with applied, on the last two sentences of this Section 12.3day immediately following receipt, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) : first, to pay interest due and payable on Credit Extensions and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on fees and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, expense reimbursements or indemnities and indemnification then due and payable to the Administrative Agent; (iv) , BAS, the Issuing Bank, the Collateral Agent, and the Lenders; second to repay outstanding Swingline Loans; third, to repay other outstanding Loans that are Base Rate Loans and all outstanding reimbursement obligations under Letters of Credit; fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders repay outstanding Loans that are Eurodollar Loans and the issuer(s) of Letters of Credit; (v) fifth, to pay interest all Breakage Costs due in respect of Swing Line Loans; such repayment pursuant to Section 2.20(b) or, at the Borrowers’ option (vi) if no Event of Default has occurred and is then continuing), to fund a cash collateral deposit to the Cash Collateral Account sufficient to pay, and with direction to pay, all such outstanding Eurodollar Loans on the last day of the then-pending Interest Period therefor; fifth if any Event of Default has occurred and is continuing, to fund a cash collateral deposit in the Cash Collateral Account in an amount equal to 103% of all Letter of Credit Outstandings; sixth, to pay interest due all other Obligations that are then outstanding and payable. If all Obligations are paid, any excess amounts shall be deposited in respect a separate cash collateral account, and as long as no Event of Loans. (vii) seventhDefault then exists, shall be promptly released to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans Borrowers and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required shall be utilized by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid Borrowers prior to those which have later expiring Interest Periodsany further Loans being made. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of Any other amounts received by the Administrative Agent, the LendersIssuing Bank, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the BorrowerCollateral Agent, or any other Person; provided, that Lender as contemplated by Section 2.22 shall also be applied in the order of priority of payments set forth above in respect of Swing Line Loans may this Section 2.23. (b) All credits against the Obligations shall be changed only with conditioned upon final payment to the prior written consent Administrative Agent of the Swing Line Bankitems giving rise to such credits and shall be subject to one (1) Business Day’s clearance and collection. The order If any item deposited to the Concentration Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with such item to the prior written consent of Loan Account and the Borrowers shall indemnify the Administrative Agent, andthe Collateral Agent, in the case of clause (iii), with Issuing Bank and the prior written consent of the ArrangerLenders against all claims and losses resulting from such dishonor or return.

Application of Payments. The Administrative After the occurrence and during the continuance of an Event of Default, the Loan Parties hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral, and agrees that the Agent shallmay, unless otherwise specified at and shall upon either (A) the written direction of the Required Majority Lenders which direction shall be consistent with or (B) the last two sentences acceleration of this the Obligations pursuant to Section 12.38.2, apply all payments and prepayments in respect of any Obligations and all other proceeds of the Collateral in the following order: (ia) first, to pay interest on and then principal of any portion of the Revolving Credit Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the BorrowerBorrowers; (iib) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the LendersSwing Loan; (iiic) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivd) fourth, to pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditIssuer; (ve) fifth, to pay interest due Obligations in respect of Swing Line Loansany fees then due to the Agent, the Lenders and the Issuers; (vif) sixth, to pay interest then due and payable in respect of Loans.the Loans and Reimbursement Obligations; (viig) seventh, to the ratable payment pay or prepayment of prepay principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding payments on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in such order as the Administrative Agent may determine; (x) tenthmanner described in Section 8.4, ratably to the ratable payment or prepayment aggregate principal amount of Hedging such Loans, Reimbursement Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, and Letter of Credit Undrawn Amounts and Obligations owing with respect to provide required cash collateral, if required pursuant to Section 3.11 Currency Contracts and Commodity Hedge Contracts; and (xiih) twelftheighth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement; provided, however, that if sufficient funds are not available to fund all principal payments to be made in respect of Loans any of the Obligations described in any of the foregoing clauses first through eighth, the available funds being applied with respect to any such Obligation (other than Swing Line Loansunless otherwise specified in such clause) shall be applied firstallocated to the payment of such Obligations ratably, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and based on the related provisions of this Agreement are set forth solely to determine the rights and priorities proportion of the Administrative Agent’s, the Lenders, Issuer’s and each Lender’s interest in the Swing Line Bank and the issuer(s) of Letters of Credit as among themselvesaggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses (iv) first through (x) eighth of this Section 12.3 8.5 (but not the order of any items within such clauses) may at any time and from time to time be changed at by the direction agreement of the Majority Lenders without necessity of notice to or consent of or approval by any Loan Party that is not a Lender or the BorrowerIssuer, or any other Person; provided, that . The order of priority set forth in clauses first through fifth of this Section 8.5 (but not the order of priority of payments in respect of Swing Line Loans any items within such clauses) may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth Agent in clauses (i) through (iii) of this Section 12.3 may be changed only with addition to the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the ArrangerMajority Lenders.

Application of Payments. The Administrative Subject to the provisions of Section 9.2, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower Borrowers or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Interest Rate Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrowers, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid or prepaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with Borrower among the last two sentences of this Section 12.3Facility, apply all payments the Mission Facility and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order:▇▇▇▇▇▇▇▇ Facility. (i) firstPrior to the exercise of remedies provided for in Section 8.02, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any advance payments made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations will be applied in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by accordance with the terms of this Agreement. (ii) After the exercise of any remedy provided for in Section 8.02, the Borrower and the Lenders agree that proceeds of payments from the exercise of remedies against Collateral and/or Guaranties and all principal payments in respect other amounts received by any Lender, any Mission Lender or any Nexstar Lender from or on behalf of Loans (other than Swing Line Loans) the Borrower, the Mission Borrower and the Nexstar Borrower shall be applied firstallocated to repayment of the Obligations, to repay outstanding Floating Rate Loans, the Mission Obligations and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority the Nexstar Obligations as set forth in this Section 12.3 and the related provisions of this an Intercreditor Agreement are set forth solely to determine the rights and priorities of Among Lenders executed by the Administrative Agent, Agent on behalf of the Lenders, the Swing Line Bank Mission Lenders and the issuer(sNexstar Lenders. (iii) Each Lender hereby specifically authorizes the Administrative Agent to enter into an Intercreditor Agreement Among Lenders on behalf of Letters the Lenders with the Mission Lenders and the Nexstar Lenders providing that, after the exercise of Credit any remedy under this Agreement or any of the Loan Documents, all payments received by the Lenders with respect to the Loans and Obligations, whether from Guaranties, Collateral, the exercise of remedies or otherwise, will be paid pro rata to Lenders, the Mission Lenders and the Nexstar Lenders based on each such lender's pro rata share of the Obligations, the Mission Obligations and the Nexstar Obligations as among themselves. The order a whole, and irrespective of priority whether any such proceeds were from Collateral or Guaranties actually securing such obligations of such lender. (iv) All payments received by the Administrative Agent after allocation to the Obligations under the Intercreditor Agreement Among Lenders will be applied to repay the Obligations as set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger8.04.

Application of Payments. The Administrative Subject to the provisions of SECTION 9.2, (i) prior to the occurrence of a Default, the Agent shall apply all payments and prepayments in respect of the Obligations in such order as shall be specified by the Borrower and (ii) after the occurrence of a Default, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section SECTION 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditIssuing Banks; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 SECTION 3.10; and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied firstFIRST, to repay outstanding Floating Rate Loans, and then THEN to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in CLAUSE (II) of this Section SECTION 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Bank, and the issuer(s) of Letters of Credit Issuing Banks as among themselves. The order of priority set forth in clauses CLAUSES (ivD) through (xJ) of this Section SECTION 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; providedPROVIDED, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses CLAUSES (iA) through (iiiC) of this Section SECTION 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences penultimate sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations received after the occurrence and all proceeds during the continuance of the Collateral a Default or Unmatured Default in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivC) fourththird, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vD) fifthfourth, to pay interest due in respect of Swing Line Loans; (viE) sixthfifth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiF) seventhsixth, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiG) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninthseventh, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretionAgreements; (xiH) eleventheighth, to provide required cash collateral, if required pursuant to Section 3.11 3.10 and (xiiI) twelfthninth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied to the outstanding Revolving Loans first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xI) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.prior

Application of Payments. The Subject to the provisions of Section 9.02, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.312.03, apply all payments and prepayments in respect of any Obligations received after the occurrence and all proceeds during the continuance of the Collateral a Default or Unmatured Default in the following order: : (ia) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; ; (iib) second, to pay interest on and then principal of any advance made under Section 10.3 10.03 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; ; (iiic) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; ; (ivd) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; ; (ve) fifth, to pay interest due in respect of Swing Line Loans; ; (vif) sixth, to pay interest due in respect of Loans (other than Swing Line Loans. ) and L/C Obligations and any fees, premiums and scheduled periodic payments on any Banking Services Obligations and Hedging Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause sixth held by them; (viig) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; ; (viiih) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans Loans), Reimbursement Obligations, and Term Loans) all other Banking Services Obligations and Reimbursement Obligations Hedging Obligations, ratably among the Secured Parties in such order as proportion to the Administrative Agent may determine;respective amounts described in this clause eighth held by them; 147 #98412540v7 (xi) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 and 3.11; and (xiij) twelfthtenth, to the ratable payment of all other Obligations, ratably based upon the respective aggregate amounts of all such Obligations owing to the Secured Parties on such date. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied to the outstanding Loans first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Term Benchmark Loans with those Eurodollar Rate Term Benchmark Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 12.03 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit Secured Parties as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.311.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (ia) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iib) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (c) third, to pay interest on and then principal of any advance made under Section 10.3 for which outstanding on the Administrative Agent has not then been paid by the Borrower or reimbursed by the LendersSwing Line Loans, applied ratably to all outstanding Swing Line Loans; (iiid) thirdfourth, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentLenders, Swing Line Lender and Issuing Lenders; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (ve) fifth, to pay interest due in respect of Loans (other than Swing Line Loans) and L/C Obligations; (vif) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xig) eleventhseventh, to provide required cash collateral, if required any, pursuant to Section 3.11 2.20.10; and (xiih) twelftheighth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable if no Default has occurred and is continuing) by the Borrower or unless otherwise mandated by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Money Market Rate Loans, second to repay other outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.this

Application of Payments. The Subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.313.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the applicable Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 11.3 for which the Administrative Agent has not then been paid by the applicable Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent, each Lead Arranger and each Arranger; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditLenders; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.); (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementCompany, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 13.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the LendersLead Arrangers, the Arrangers, the Lenders and the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 13.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, Company or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 13.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iiiC), with the prior written consent of the ArrangerLead Arrangers and the Arrangers affected thereby.

Application of Payments. The All payments made or to be made upon any Obligations shall be payable in lawful currency of the United States (or, in the case of Alternative Currency Loans, in the applicable currency) and in immediately available funds. Except as otherwise expressly provided in this Agreement, the Notes or any other Loan Document, if at any time insufficient funds are received by and available to the Administrative Agent shallto pay in full all amounts of principal, unless otherwise specified at the direction interest, fees and other amounts then due pursuant to this Agreement or any of the Required Lenders which direction other Loan Documents (as the case may be), such funds shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following orderapplied as follows: (i) first, to pay interest on expenses and then principal costs of any portion of the Loans which collection, if any, incurred by the Administrative Agent may have advanced in connection with the Loans, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of the Borrowers and any Lender for which other reasonable costs or expenses incurred by the Administrative Agent has not then been reimbursed by such Lender in connection with the exercise of any right or the Borrowerremedy hereunder; (ii) second, to pay interest on fees and then principal of late charges owing by any advance made under Section 10.3 for which Borrower to the Administrative Agent has not pursuant to this Agreement or any other Loan Document, and then been paid to fees and late charges owing by any Borrower to the Borrower Lenders (ratably in accordance with their Percentage) pursuant to this Agreement or reimbursed by the Lendersany other Loan Document; (iii) third, to accrued and unpaid interest hereunder (applied first to the ratable payment Swing Line Facility and then pro rata to the Revolving Facility, the Fifth Amendment Term Facility, the Term Facility and scheduled payments that are part of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentHedging Obligations); (iv) fourth, to pay the outstanding principal amount of the Obligations in respect of any feesand termination payments under Hedging Contracts (applied first to Swing Line Outstandings (if any), expenses, reimbursements or indemnities then due pro rata to the Lenders unpaid and outstanding principal amount of the Revolving Facility, the Fifth Amendment Term Facility and the issuer(s) Term Facility and all termination payments that are part of Letters of Credit;the Hedging Obligations, and then pro rata to Permitted Financial Product Obligations); and (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loansany Person lawfully entitled thereto. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, unless otherwise specified at as applicable, be apportioned ratably among the direction Lenders, except for fees payable solely to the Agent and the LC Issuer and except as provided in the fee letter referenced in Section 10.13. Subject to the provisions of Section 2.2 governing the Required Lenders which direction application of mandatory prepayments, all payments shall be consistent with remitted to the last two sentences Agent and all such payments not relating to principal or interest of this Section 12.3specific Loans, apply all payments and prepayments in respect or not constituting payment of any Obligations specific fees, and all proceeds of any Collateral received by the Collateral in Agent following acceleration of the following order: (i) maturity of the Obligations pursuant to Section 8.1, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay interest on and any fees, indemnities, or expense reimbursements including amounts then principal of any portion of due to the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or from the Borrower; (ii) , second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower fees or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and from the issuer(s) of Letters of Credit; (v) fifthBorrower, third, to pay ratably interest due in respect of Swing Line the Revolving Loans; , including Non-Ratable Loans and Collateral Protection Advances, and the Term Loans, fourth, to pay or prepay ratably the principal amount of the Collateral Protection Advances, fifth, to pay or prepay ratably the principal amount of the Non-Ratable Loans, the Revolving Loans and the Term Loans and unpaid Reimbursement Obligations in respect of Facility LCs, and an amount to the Agent equal to one hundred ten percent (vi110%) of the aggregate undrawn face amount of all outstanding Facility LCs to be held as cash collateral for such Obligations, sixth, to pay interest due in any amounts owing with respect of Loans. (vii) to Bank Products, and seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, any other Secured Obligation due to the ratable payment Agent or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval Lender by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations received after the occurrence and all proceeds during the continuance of the Collateral a Default or Unmatured Default in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretionAgreements; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 3.11; and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied to the outstanding Revolving Loans first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shallAnything contained herein to the contrary notwithstanding, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments (other than payments readvanced through Refunding Borrowings) and prepayments collections received in respect of any the Obligations and all proceeds of the Collateral received, in each instance, by the following orderAdministrative Agent or any of the Banks after the Obligations have been declared, or have become, immediately due and payable, shall be remitted to the Administrative Agent and distributed as follows: (ia) first, to pay interest on and then principal the payment of any portion outstanding costs and expenses incurred by the Administrative Agent, and any security trustee therefor, in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, in protecting, preserving or enforcing rights under the Loan Documents, to the extent such costs and expenses are of a character which the Loans which Company and the other Borrowers have agreed to pay the Administrative Agent may have advanced on behalf of any Lender for which under (i) Section 17.15 hereof or (ii) the other Loan Documents (such funds to be retained by the Administrative Agent for its own account unless it has not then previously been reimbursed for such costs and expenses by the Banks, in which event such Lender or amounts shall be remitted to the BorrowerBanks to reimburse them for payments theretofore made to the Administrative Agent); (iib) second, to pay interest on and then principal the payment of any advance made outstanding interest and fees due under Section 10.3 for which the Notes and the other Loan Documents, pro rata as among the Administrative Agent has not then been paid by and the Borrower or reimbursed by Banks in accord with the Lendersamount of such interest and fees owing to each; (iiic) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninthNotes, unpaid Reimbursement Obligations, together with amounts to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as be held by the Administrative Agent may determine; as collateral security for any outstanding L/C Obligations (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as until the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required is holding an amount of cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, equal to the ratable payment then outstanding amount of all other such L/C Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans), and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative AgentHedging Liability, the Lendersaggregate amount paid to, or held as collateral security for, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, Banks and, in the case of clause (iii)Hedging Liability, their Affiliates and any Existing Swap Providers, to be allocated pro rata in accordance with the prior written consent aggregate unpaid amounts owing to each holder thereof; (d) fourth, to the payment of all other unpaid Obligations due under the Loan Documents and all other indebtedness, obligations, and liabilities of the ArrangerBorrower and its Subsidiaries secured by the Collateral Documents, to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and (e) fifth, to the Company or whomever else may be lawfully entitled thereto.

Application of Payments. The Administrative Subject to the provisions of Section 9.2, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Subject to the provisions of Section 9.2, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Subject to the provisions of Section 2.20, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments received after the occurrence and during the continuance of a Default in respect of any Obligations and all proceeds of the Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative an Agent may have advanced on behalf of any Lender for which the Administrative such Agent has not then been reimbursed by such Lender or the applicable Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentAgents; (iviii) fourththird, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(sIssuer(s) of the Facility Letters of Credit; (iv) fourth, to pay interest due in respect of Swing Line Loans; (v) fifth, to pay interest due in respect of Loans (other than Swing Line LoansLoans ) and Facility Letter of Credit Obligations; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiivii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninthseventh, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determineFacility Letter of Credit Obligations; (xviii) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventheighth, to provide required cash collateral, if required pursuant to Section 3.11 and8.1; (xiiix) twelfthninth, to the ratable payment of all other Obligations; and (x) tenth, to the Company. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementCompany, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Fixed Rate Loans with those Eurodollar Fixed Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.the

Application of Payments. The Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.313.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the applicable Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 11.3 for which the Administrative Agent has not then been paid by the applicable Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentAgent or the Arranger; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 Obligations; and (xiiix) twelfthninth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementCompany, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 13.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (xix) of this Section 12.3 13.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the any Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ 101 Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 13.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Subject to the provisions of Section 8.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 9.3 for which the Administrative Agent has not then been paid by the Borrower Borrowers or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditIssuing Lender; (vE) fifth, to pay interest due in respect of Swing Line Loansthe Secured Obligations (other than Rate Hedging Obligations); (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term LoansSecured Obligations (other than Rate Hedging Obligations); (ixG) ninthseventh, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement the Rate Hedging Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Administration Agent may determine in its sole discretion; (xiH) eleventheighth, to provide required cash collateral, collateral if required any pursuant to Section 3.11 2.24; and (xiiI) twelfthninth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrowers, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Base Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 11.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Issuing Lender and the issuer(s) other Holders of Letters of Credit Secured Obligations as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall, unless otherwise specified at All payments on the direction of the Required Lenders which direction Loan shall be consistent with the last two sentences of this Section 12.3applied, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral without duplication, in the following order: (ia) firstFirst, to pay Collateral Agent and each Lender for any and all sums advanced by Collateral Agent or such Lender as are reasonably necessary in order to preserve the Collateral or the security interests in the Collateral and all reasonable expenses of taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral or of any exercise by Collateral Agent or any Lender (or any portfolio advisor for any Lender) of its rights under this Agreement or any other Loan Document, together with reasonable Attorney Costs and unpaid fees and expenses; and (b) Second, ratably to each Lender for application to overdue interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the BorrowerObligations; (iic) secondThird, ratably to pay each Lender for application to accrued interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the LendersObligations; (iiid) thirdFourth, ratably to each Lender for application to the Outstanding Principal Amount in an amount equal to such Lender's ratable payment of the Obligations in respect portion of any fees, expenses, reimbursements or indemnities Monthly Amortization Amount then due to the Administrative Agentand payable; (ive) fourthFifth, ratably to pay Obligations each Lender in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligationsaccrued and unpaid Obligations owing to such Lender. Unless Any provision hereof or of the Collateral Account Agreement to the contrary notwithstanding, any amounts held by Collateral Agent pursuant to the Collateral Account Agreement and not otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall to be applied firstto the Obligations shall, at the written direction of Borrower, be applied to repay outstanding Floating Rate Loans, and then Obligations hereunder (to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority be applied as set forth in this Section 12.3 2.6) or, if the Borrowing Base plus such amount on deposit in the Collateral Account exceeds the sum of (i) the Outstanding Principal Amount plus (ii) the Required Cash Collateral Amount at such time and no Default has occurred and is continuing, such amounts held in the related provisions of this Agreement are set forth solely Collateral Account shall, upon written request by Borrower to determine the rights and priorities of the Administrative Collateral Agent, be released to Borrower up to the Lenders, the Swing Line Bank and the issuer(s) amount of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Personsuch excess; provided, however, that the order (a) any release to Borrower of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, amounts on deposit in the case Collateral Account shall only be made on a Payment Date and only after giving effect to the payment of clause all amounts due hereunder and under the other Loan Documents on such Payment Date, and (iii), with b) no release shall result in the prior written consent of amount on deposit in the ArrangerCollateral Account being less than the Required Cash Collateral Amount at such time.

Application of Payments. The Except as otherwise provided herein, so long as no Default or Event of Default has occurred and is continuing hereunder, each payment received from the Borrower shall be applied to such Obligation as the Borrower shall specify by notice to be received by the Administrative Agent shallon or before the date of such payment. In the absence of such notice and in any event during the continuance of any Default or Event of Default, unless otherwise specified at (i) payments received from the direction Borrower (not constituting proceeds of Collateral) shall be applied, first, to payment of the Obligations, other than the Rate Hedging Obligations, in such order of application as the Required Lenders which direction shall determine in their sole discretion, provided, however, that the application of payments to any Facility shall be consistent distributed ratably to all Lenders in such Facility, and second, ratably, to payment of the Rate Hedging Obligations, and (ii) proceeds of Collateral, after payment of costs of collection thereof, shall be applied, first, ratably, to payment of the Revolving Term Loan T01 Facility, the Revolving Term Loan T06 Facility and the Revolving Letter of Credit Facility, and applied to principal and interest due thereunder in accordance with the last two sentences of this Section 12.3Intercreditor Agreement, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) firstsecond, to pay interest any remaining Obligations, in such order of application as the Required Lenders shall determine in their sole discretion. Any such amounts so received on and then principal account of any portion outstanding Letters of Credit issued under a Facility will be used to fund a cash collateral account equal to the Loans which Letter of Credit Exposure, to be held by the Administrative Agent may have advanced on behalf (or its designee), without interest, as a pledged account and promptly applied to reimbursement of drafts submitted under such Letters of Credit. Concurrently with each remittance to any Lender of its appropriate share of any Lender for such payment (based upon such Lender’s Percentage of the Facility to which such payment relates), the Administrative Agent has not then been reimbursed by shall advise such Lender or the Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, as to the ratable payment application of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loanssuch payment. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Subject to the provisions of Section 9.2, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the BorrowerBorrowers; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower Borrowers or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line LoansRevolving Loans and L/C Obligations; (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Revolving Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiG) eleventhseventh, to provide required cash collateral, if required pursuant to Section 3.11 3.11; and (xiiH) twelftheighth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrowers, all principal payments in respect of Revolving Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Revolving Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid or prepaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the BorrowerBorrowers, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Except as otherwise provided below with respect to Defaulting Lenders, aggregate principal and interest payments, payments for Indemnified Liabilities and/or foreclosure or sale of the collateral, and net operating income from the collateral during any period it is owned by Administrative Agent on behalf of the Lenders (“Payments”) shall be apportioned pro rata among Lenders and payments of any fees (other than fees designated for Administrative Agent’s separate account) shall, unless otherwise specified at as applicable, be apportioned pro rata among Lenders. Notwithstanding anything to the direction of the Required contrary in this Agreement, all Payments due and payable to Defaulting Lenders which direction shall be consistent with due and payable to and be apportioned pro rata among Administrative Agent and Electing Lenders. Such apportionment shall be in the last two sentences proportion that the Defaulting Lender Payment Amounts paid by them bears to the total Defaulting Lender Payment Amounts of this Section 12.3such Defaulting Lender. Such apportionment shall be made until the Administrative Agent and Lenders have been paid in full for the Defaulting Lender Payment Amounts. All pro rata Payments shall be remitted to Administrative Agent and all such payments not constituting payment of specific fees, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed Loan collateral received by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loanspay any fees, indemnities, costs, expenses (including those in Section 5.7) and reimbursements then due to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior Administrative Agent from Borrower; second, to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 pay any fees, costs, expenses and the related provisions of this Agreement are set forth solely reimbursements then due to determine the rights Lenders from Borrower; third, to pay pro rata interest and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments late charges due in respect of Swing Line the Indebtedness and Administrative Agent Advances; fourth, to pay or prepay pro rata principal of and to secure any Administrative Agent Advances; fifth, to pay any Loans may be changed only with outstanding; sixth, to pay any indebtedness of Borrower under Swap Transactions; and last, to Borrower, if required by law, or Lenders in Pro Rata Share percentages equal to their percentages at the prior written consent termination of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the ArrangerAggregate Commitments.

Application of Payments. The Subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.313.3, apply all payments and prepayments 129 in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the applicable Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 11.3 for which the Administrative Agent has not then been paid by the applicable Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent, each Lead Arranger and each Arranger; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line LoansLoans and L/C Obligations; (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiG) eleventhseventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xiiH) twelftheighth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementCompany, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 13.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the LendersLead Arrangers, the Swing Line Bank Arrangers, the Lenders and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xH) of this Section 12.3 13.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, Company or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 13.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iiiC), with the prior written consent of the ArrangerLead Arrangers and the Arrangers affected thereby.

Application of Payments. The Administrative So long as a Default shall have occurred and be continuing, or if the Borrower shall otherwise fail to direct the application of payments hereunder, the Agent shall, unless otherwise specified at the direction of the Required Lenders Lenders, which direction shall be consistent with the last two sentences sentence of this Section 12.311.3, apply all payments and prepayments (other than prepayments pursuant to Section 2.7.1) in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 9.13 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditIssuing Lender; (vE) fifth, to pay interest due in respect of Swing Line Loansthe Loans and Reimbursement Obligations; (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans Reimbursement Obligations and Term Loans) and Reimbursement Rate Management Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 ; and (xiiG) twelfthseventh, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to the outstanding Revolving Loans, and second, to the outstanding Term Loans, in each case, first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 11.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the issuer(s) other Holders of Letters of Credit Secured Obligations as among themselves. The order of priority set forth in clauses (ivD) through (xG) of this Section 12.3 11.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the . The order of priority set forth in clauses (A) through (C) of payments in respect of Swing Line Loans this Section 11.3 may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.