Common use of Apportionment and Application Clause in Contracts

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent in accordance with Section 2.8, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8): (A) FIRST, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) SECOND, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRD, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTH, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTH, to pay interest due in respect of all Agent Advances, until paid in full, (F) SIXTH, ratably to pay interest due in respect of the Advances (other than Agent Advances), the Swing Loans, and the Term Loan until paid in full, (G) SEVENTH, to pay the principal of all Agent Advances until paid in full, (H) EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTH, to pay the principal of all Swing Loans until paid in full, (J) TENTH, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTH, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (L) TWELFTH, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTH, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products), and (O) FIFTEENTH, to Borrowers (to be wired to the Investment Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(f). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION 2.4(b) shall not be deemed to apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan Documents, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as otherwise specifically provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term LoanSection 2.4(c), all payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTfirst, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) SECONDsecond, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRDthird, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHfourth, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHfifth, to pay interest due in respect of all Agent Advancesthe Term Loan, until paid in full, (F) SIXTH, ratably to pay interest due in respect of the Advances (other than Agent Advances), the Swing Loans, and the Term Loan until paid in full, (G) SEVENTH, to pay the principal of all Agent Advances until paid in full, (H) EIGHTHsixth, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (IG) NINTH, to pay the principal of all Swing Loans until paid in full, (J) TENTH, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTH, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (L) TWELFTH, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuingseventh, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (NH) FOURTEENTHeighth, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral until paid in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products)full, and (OI) FIFTEENTHninth, to Borrowers (to be wired to the Investment Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION Section 2.3(f). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION Section 2.4(b) shall not be deemed to apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's ’s separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such paymentspayments (other than payments received while no Default or Event of Default has occurred and is continuing and which relate to the payment of principal or interest of specific Obligations or which relate to the payment of specific fees), and all proceeds of Accounts or other Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTfirst, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) SECONDsecond, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRDthird, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHfourth, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHfifth, to pay interest due in respect of all Agent Advances, until paid in full, (F) SIXTHsixth, ratably to pay interest due in respect of the Advances (other than Agent Advances), ) and the Swing Loans, and the Term Loan Loans until paid in full, (G) SEVENTHseventh, to pay the principal of all Agent Advances until paid in full, (H) EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTHeighth, to pay the principal of all Swing Loans until paid in full, (JI) TENTHninth, so long as no Event of Default has occurred and is continuing, and at Agent's ’s election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent Administrative Borrower or its Subsidiaries in respect of Bank Products, until paid in full, (KJ) ELEVENTHtenth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (LK) TWELFTHeleventh, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, and (ii) to Agent, to be held by Agent, for the benefit of ▇▇▇▇▇ Fargo or its Affiliates, as applicable, as cash collateral in an amount up to the amount of the Bank Products Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Administrative Borrower’s and its Subsidiaries’ obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (L) twelfth, if an Event of Default has occurred and is continuing, to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTH, if an Event of Default has occurred and is continuingthirteenth, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products), and (OObligations) FIFTEENTH, to Borrowers (to be wired to the Investment Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(f). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION 2.4(b) shall not be deemed to apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "until paid in full" means payment of all applicable amounts owing under the Loan Documents, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION 2.4 shall control and govern.and

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise provided in be agreed among the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of the fees and expenses (other than fees or expenses that are designated for Administrative Agent's ’s sole and separate account, account after giving effect to any letter agreements between Agent and individual agreement with the Lenders) shall shall, as applicable, be apportioned ratably among the Lenders having a Pro Rata Share (according to the unpaid principal balance of the type of Commitment or Obligation Obligations to which a particular fee relatessuch fees and expenses relate held by each Lender). Except as otherwise provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loanclause (b)(iii) below or Section 2.3(c)(i), (ii) and (iii), all payments shall be remitted to Administrative Agent and all such paymentspayments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by Administrative Agent in accordance with Section 2.8after the occurrence of an Event of Default, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTfirst, to pay any Lender Group Expenses then due to Administrative Agent or any of the Lenders under the Loan Documents (other than Lender Hedging Agreements), until paid in full, (B) second, to pay any fees then due to Administrative Agent (for its separate account, after giving effect to any agreements between Administrative Agent and the individual Lenders) under the Loan Documents, until paid in full, (B) SECOND, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRD, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHthird, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Administrative Agent and individual Lenders) under the Loan DocumentsDocuments (other than Lender Hedging Agreements), on a ratable basis, until paid in full, (ED) FIFTHfourth, ratably to pay accrued interest due in respect of the Loans, until paid in full, (E) fifth, ratably to pay all Agent Advancesoutstanding principal amounts of the Loans then due and payable, until paid in full, (F) SIXTHsixth, ratably ratably, to pay interest the Make-Whole Premium or any Prepayment Premium then due in respect of the Advances (other than Agent Advances)and owing by Borrower or its Subsidiaries, the Swing Loans, and the Term Loan until paid in full, (G) SEVENTHseventh, ratably, to pay the principal of all Agent Advances until paid in fullLender Hedging Obligations then due and owing by Borrower or its Subsidiaries, (H) EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTH, to pay the principal of all Swing Loans until paid in full, (J) TENTH, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTH, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (L) TWELFTH, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTH, if an Event of Default has occurred and is continuingeighth, to pay any other Obligations (including the provision of amounts to Administrative Agent, to be held by Administrative Agent, for the benefit of the Bank Product ProvidersLenders and Lender-Related Persons, as cash collateral in an amount up to the amount determined by Administrative Agent in its Permitted Discretion reasonable discretion as the amount necessary to secure Parent or Borrower’s and its Subsidiaries obligations Subsidiaries’ Lender Hedging Obligations), until paid in respect of the then extant Bank Products)full, and (OI) FIFTEENTHninth, to Borrowers Borrower (to be wired remitted by wire transfer to the Investment Accountan account designated by Borrower) or such other Person entitled thereto under applicable law. For purposes of the foregoing (other than clause (H)), “paid in full” means payment 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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (H), “paid in full” means payment 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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (ii) Administrative Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(f). (iii) In each instance, so long as no Default or Event of Default has occurred and is continuing, this SECTION 2.4(bSection 2.3(b) shall not be deemed to apply to any payment by Borrowers Borrower specified by Borrowers Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan Documents, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such paymentspayments (other than payments received while no Default or Event of Default has occurred and is continuing and which relate to the payment of principal or interest of specific Obligations or which relate to the payment of specific fees), and all proceeds of Accounts or other Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTfirst, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) SECONDsecond, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRDthird, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHfourth, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHfifth, to pay interest due in respect of all Agent Advances, until paid in full, (F) SIXTHsixth, ratably to pay interest due in respect of the Advances (other than Agent Advances), ) and the Swing Loans, and the Term Loan Loans until paid in full, (G) SEVENTHseventh, to pay the principal of all Agent Advances until paid in full, (H) EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTHeighth, to pay the principal of all Swing Loans until paid in full, (JI) TENTHninth, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent Borrower Representative or its Subsidiaries in respect of Bank Products, until paid in full, (KJ) ELEVENTHtenth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in fullfull (which payments shall be applied first, to Base Rate Loans and then, to LIBOR Rate Loans), (LK) TWELFTHeleventh, if an Event of Default has occurred and is continuing, ratably (i) to Agent, (1) to pay the principal of all Advances until paid in full, full and (ii2) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, full and (iiiii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers▇▇▇▇▇ Fargo or its Affiliates, as applicable, as cash collateral in an amount up to an amount equal to the lesser of (1) $2,500,000 and (2) the amount of the Bank Product Products Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or Borrower Representative's and its Subsidiaries Subsidiaries' obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (ML) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTH, if an Event of Default has occurred and is continuingtwelfth, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral Obligations) then due until paid in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products)full, and (OM) FIFTEENTHthirteenth, to Borrowers (to be wired to the Investment Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(fSection 2.3(h). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION Section 2.4(b) shall not be deemed to apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such paymentspayments (other than payments received while no Default or Event of Default has occurred and is continuing and which relate to the payment of principal or interest of specific Obligations or which relate to the payment of specific fees), and all proceeds of Accounts or other Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTA. first, to pay any Lender Group Expenses then due to Agent ----- under the Loan Documents, until paid in full, (B) SECONDB. second, to pay any Lender Group Expenses then due to the ------ Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRDC. third, to pay any fees then due to Agent (for its ----- separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHD. fourth, to pay any fees then due to any or all of the ------ Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHE. fifth, to pay interest due in respect of all Agent ----- Advances, until paid in full, (F) SIXTHF. sixth, ratably to pay interest due in respect of the ----- Advances (other than Agent Advances), ) and the Swing Loans, and the Term Loan Loans until paid in full, (G) SEVENTHG. seventh, to pay the principal of all Agent Advances until ------- paid in full, (H) EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTHH. eighth, to pay the principal of all Swing Loans until ------ paid in full, (J) TENTH, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTH, so long as no Event of Default has occurred and is continuingI. ninth, to pay the principal of all Advances until paid in ----- full, (L) TWELFTHJ. tenth, if an Event of Default has occurred and is ----- continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTH, if an Event of Default has occurred and is continuingK. eleventh, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral until paid in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products)-------- full, and (O) FIFTEENTHL. twelfth, to Borrowers (to be wired to the Investment Designated ------- Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(fSection 2.3(h).. -------------- (iii) In each instance, so long as no Default or Event of Default has occurred and is continuing, this SECTION Section 2.4(b) shall not be deemed to -------------- apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in any ----------- other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 ----------- shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise provided in be agreed among the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of the fees and expenses (other than fees or expenses that are designated for Administrative Agent's sole and separate account, account after giving effect to any letter agreements between Agent and individual agreement with the Lenders) shall shall, as applicable, be apportioned ratably among the Lenders having a Pro Rata Share (according to the unpaid principal balance of the type of Commitment or Obligation Obligations to which a particular fee relatessuch fees and expenses relate held by each Lender). Except as otherwise provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loanclause (b)(iii) below or Section 2.3(c)(i), (ii) and (iii), all payments shall be remitted to Administrative Agent and all such paymentspayments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by Administrative Agent in accordance with Section 2.8after the occurrence of an Event of Default, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTfirst, to pay any Lender Group Expenses then due to Administrative Agent or any of the Lenders under the Loan Documents (other than Lender Hedging Agreements), until paid in full, (B) second, to pay any fees then due to Administrative Agent (for its separate account, after giving effect to any agreements between Administrative Agent and the individual Lenders) under the Loan Documents, until paid in full, (B) SECOND, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRD, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHthird, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Administrative Agent and individual Lenders) under the Loan DocumentsDocuments (other than Lender Hedging Agreements), on a ratable basis, until paid in full, (ED) FIFTHfourth, ratably to pay accrued interest due in respect of the Tranche A Loans and Tranche B Loans, until paid in full, (E) fifth, ratably to pay all Agent Advancesoutstanding principal amounts of the Tranche A Loans and Tranche B Loans then due and payable, until paid in full, (F) SIXTHsixth, ratably ratably, to pay interest the Make-Whole Premium or any Prepayment Premium then due in respect of the Advances (other than Agent Advances)and owing by Borrower or its Subsidiaries, the Swing Loans, and the Term Loan until paid in full, (G) SEVENTHseventh, ratably, to pay the principal of all Agent Advances until paid in fullLender Hedging Obligations then due and owing by Borrower or its Subsidiaries, (H) EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTH, to pay the principal of all Swing Loans until paid in full, (J) TENTH, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTH, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (L) TWELFTH, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTH, if an Event of Default has occurred and is continuingeighth, to pay any other Obligations (including the provision of amounts to Administrative Agent, to be held by Administrative Agent, for the benefit of the Bank Product ProvidersLenders and Lender-Related Persons, as cash collateral in an amount up to the amount determined by Administrative Agent in its Permitted Discretion reasonable discretion as the amount necessary to secure Parent or ▇▇▇▇▇▇▇▇'s and its Subsidiaries obligations Subsidiaries' Lender Hedging Obligations), until paid in respect of the then extant Bank Products)full, and (OI) FIFTEENTHninth, to Borrowers Borrower (to be wired remitted by wire transfer to the Investment Accountan account designated by Borrower) or such other Person entitled thereto under applicable law. For purposes of the foregoing (other than clause (H)), “paid in full” means payment 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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (H), “paid in full” means payment 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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (ii) Administrative Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(f). (iii) In each instance, so long as no Default or Event of Default has occurred and is continuing, this SECTION 2.4(bSection 2.3(b) shall not be deemed to apply to any payment by Borrowers Borrower specified by Borrowers Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan Documents, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's ’s separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such paymentspayments (other than payments received while no Event of Default has occurred and is continuing and which relate to the payment of principal or interest of specific Obligations or which relate to the payment of specific fees), and and, during any time that a Cash Sweep Instruction is in effect, all proceeds of Accounts or other Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTA. first, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) SECONDB. second, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRDC. third, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHD. fourth, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHE. fifth, to pay interest due in respect of all Agent Advances, until paid in full, (F) SIXTHF. sixth, ratably to pay interest due in respect of the Advances (other than Agent Advances), the Swing Loans, and the Term Loan until paid in full, (G) SEVENTHG. seventh, to pay the principal of all Agent Advances until paid in full, (H) EIGHTHH. eighth, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTHI. ninth, to pay the principal of all Swing Loans until paid in full, (J) TENTHJ. tenth, so long as no Event of Default has occurred and is continuing, and at Agent's ’s election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Restricted Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTHK. eleventh, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances (whether or not otherwise then due and payable) until paid in full, (L) TWELFTHL. twelfth, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, and (ii) to Agent, to be held by Agent, for the benefit of W▇▇▇▇ Fargo or its Affiliates, as applicable, as cash collateral in an amount up to the amount of the Bank Products Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent’s and its Restricted Subsidiaries’ obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, M. thirteenth, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, N. fourteenth, if an Event of Default has occurred and is continuing, to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTH, if an Event of Default has occurred and is continuingO. fifteenth, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product ProvidersObligations) then due and payable, as cash collateral until paid in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products)full, and (O) FIFTEENTHP. sixteenth, to Borrowers (to be wired to the Investment Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION Section 2.3(f). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION Section 2.4(b) shall not be deemed to apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this AgreementAgreement or any other Loan Document. (iv) For purposes of the foregoing, "“paid in full" ” means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's ’s separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such paymentspayments (other than payments received while no Default or Event of Default has occurred and is continuing and which relate to the payment of principal or interest of specific Obligations or which relate to the payment of specific fees), and all proceeds of Accounts or other Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTA. first, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) SECONDB. second, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRDC. third, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHD. fourth, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHE. fifth, to pay interest due in respect of all Agent Advances, until paid in full, (F) SIXTHF. sixth, ratably to pay interest due in respect of the Advances (other than Agent Advances), the Swing Loans, and the Term Loan until paid in full, (G) SEVENTHG. seventh, to pay the principal of all Agent Advances until paid in full, (H) EIGHTHH. eighth, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTHI. ninth, to pay the principal of all Swing Loans until paid in full, (J) TENTHJ. tenth, so long as no Event of Default has occurred and is continuing, and at Agent's ’s election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Subsidiaries in respect of Bank Products, Product Obligations until paid in full, (K) ELEVENTHK. eleventh, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (L) TWELFTHL. twelfth, so long as no Event of Default has occurred and is continuing, to pay any other Obligations until paid in full, M. thirteenth, if an Event of Default has occurred and is continuing, to pay amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure the Bank Product Obligations, N. fourteenth, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, and (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTH, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products), and (O) FIFTEENTH, to Borrowers (to be wired to the Investment Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(f). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION 2.4(b) shall not be deemed to apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan Documents, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTfirst, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) SECONDsecond, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRDthird, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHfourth, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHfifth, to pay interest due in respect of all Agent Advances, until paid in full, (F) SIXTHsixth, ratably to pay interest due in respect of the Advances (other than Agent Advances), ) and the Swing Loans, and the Term Loan until paid in full, (G) SEVENTHseventh, to pay the principal of all Agent Advances until paid in full, (H) EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTHeighth, to pay the principal of all Swing Loans until paid in full, (JI) TENTHninth, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent Administrative Borrower or its Subsidiaries in respect of Bank Products, until paid in full, (KJ) ELEVENTHtenth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (LK) TWELFTHeleventh, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or Borrowers' and its Subsidiaries Subsidiaries' obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (ML) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTHtwelfth, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or Borrowers' and its Subsidiaries Subsidiaries' obligations in respect of the then extant Bank Products), and (OM) FIFTEENTHthirteenth, to Borrowers (to be wired to the Investment Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION Section 2.3(f). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION Section 2.4(b) shall not be deemed to apply to any payment made by Borrowers to Agent and specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's ’s separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such paymentspayments (other than payments received while no Default or Event of Default has occurred and is continuing and which relate to the payment of principal or interest of specific Obligations or which relate to the payment of specific fees), and all proceeds of Accounts or other Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTfirst, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) SECONDsecond, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRDthird, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHfourth, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHfifth, to pay interest due in respect of all Agent Advances, until paid in full, (F) SIXTHsixth, ratably to pay interest due in respect of the Advances (other than Agent Advances), ) and the Swing Loans, and the Term Loan Loans until paid in full, (G) SEVENTHseventh, to pay the principal of all Agent Advances until paid in full, (H) EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTHeighth, to pay the principal of all Swing Loans until paid in full, (JI) TENTHninth, so long as no Event of Default has occurred and is continuing, and at Agent's ’s election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent Administrative Borrower or its Subsidiaries in respect of Bank Products, until paid in full, (KJ) ELEVENTHtenth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (LK) TWELFTHeleventh, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, and (ii) to Agent, to be held by Agent, for the benefit of ▇▇▇▇▇ Fargo or its Affiliates, as applicable, as cash collateral in an amount up to the amount of the Bank Products Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Administrative Borrower’s and its Subsidiaries’ obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (L) twelfth, if an Event of Default has occurred and is continuing, to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTH, if an Event of Default has occurred and is continuingthirteenth, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral Obligations) until paid in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products)full, and (ON) FIFTEENTHfourteenth, to Borrowers (to be wired to the Investment Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(fSection 2.3(h). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION 2.4(bSection 2A(b) shall not be deemed to apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "“paid in full" ” means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such paymentspayments (other than payments received while no Event of Default has occurred and is continuing and which relate to the payment of principal or interest of specific Obligations or which relate to the payment of specific fees), and all proceeds of Accounts or other Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTA. first, to pay any Lender Group Expenses then due to ----- Agent under the Loan Documents, until paid in full, (B) SECONDB. second, to pay any Lender Group Expenses then due to the ------ Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRDC. third, to pay any fees then due to Agent (for its ----- separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHD. fourth, to pay any fees then due to any or all of the ------ Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHE. fifth, to pay interest due in respect of all Agent ----- Advances, until paid in full, (F) SIXTHF. sixth, ratably to pay interest due in respect of the ----- Advances (other than Agent Advances), ) and the Swing Loans, and the Term Loan Loans until paid in full, (G) SEVENTHG. seventh, to pay the principal of all Agent Advances ------- until paid in full, (H) EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTHH. eighth, to pay the principal of all Swing Loans until ------ paid in full, (J) TENTH, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTH, so long as no Event of Default has occurred and is continuingI. ninth, to pay the principal of all Advances until paid ----- in full, (L) TWELFTHJ. tenth, if an Event of Default has occurred and is ----- continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitmentthe Lenders, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTH, if an Event of Default has occurred and is continuingK. eleventh, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral until paid in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products)-------- full, and (O) FIFTEENTHL. twelfth, to Borrowers (to be wired to the Investment applicable ------- Borrower's Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(fSection 2.3(h).. -------------- (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION Section 2.4(b) shall not be deemed to -------------- apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in ----------- any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 shall control and govern.. -----------

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations Term Loans to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's ’s separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the Term Loans or the type of Commitment or other Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such paymentspayments (other than payments received while no Default or Event of Default has occurred and is continuing and which relate to the payment of principal or interest of specific Obligations or which relate to the payment of specific fees), and all proceeds of Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTA. first, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) SECONDB. second, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRDC. third, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHD. fourth, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTH, to pay interest due in respect of all Agent Advances, until paid in full, (F) SIXTHE. fifth, ratably to pay interest due in respect of the Advances (other than Agent Advances), the Swing Loans, and the Term Loan until paid in full, (G) SEVENTH, to pay the principal of all Agent Advances until paid in full, (H) EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTH, to pay the principal of all Swing Loans until paid in full, (J) TENTH, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby)F. sixth, to pay amounts then due -40- and owing by Parent or its Subsidiaries in respect the principal of Bank Products, the Term Loans until paid in full, (K) ELEVENTH, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (L) TWELFTH, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTHG. seventh, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products)Obligations, and (O) FIFTEENTHH. eighth, to Borrowers (to be wired to the Investment Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(f). (iii) In each instance, so long as no Default or Event of Default has occurred and is continuing, this SECTION Section 2.4(b) shall not be deemed to apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "“paid in full" ” means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTfirst, ratably to pay any Lender Group Expenses then due to Agent and Lenders under the Loan Documents, Documents until paid in full, (B) SECONDsecond, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRD, ratably to pay any fees then due to Agent (for its separate accountsaccount, after giving effect to any letter agreements between Agent and the individual Lenders) or any of the Lenders under the Loan Documents until paid in full, (DC) FOURTH, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHthird, to pay interest due in respect of all Agent Advances, Advances until paid in full, (FD) SIXTHfourth, ratably to pay interest due in respect of the Advances (other than Agent Advances), ) and the Swing Loans, and the Term Loan Loans until paid in full, (GE) SEVENTHfifth, to pay the principal of all Agent Advances until paid in full, (HF) EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTHsixth, to pay the principal of all Swing Loans until paid in full, (JG) TENTH, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTH, seventh so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (LH) TWELFTHeighth, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, and (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (MI) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTHninth, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral until paid in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products)full, and (OJ) FIFTEENTHtenth, to Borrowers Borrower (to be wired to the Investment Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION Section 2.3(f). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION Section 2.4(b) shall not be deemed to apply to any payment made by Borrowers Borrower to Agent and specified by Borrowers Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. Anything to the contrary in this Agreement notwithstanding, unless so directed by Borrower, or unless a Default or an Event of Default has occurred and is continuing, neither Agent nor any Lender shall apply any payments which it receives to any LIBOR Rate Loan, except on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's ’s separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Revolver Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTA. first, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) SECOND, B. second, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRD, C. third, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHD. fourth, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHE. fifth, to pay interest due in respect of all Agent Advances, until paid in full, (F) SIXTHF. sixth, to pay the principal of all Agent Advances until paid in full, G. seventh, ratably to pay interest due in respect of the Advances (other than Agent Advances), and the Swing Loans, and the Term Loan Loans until paid in full, (G) SEVENTH, to pay the principal of all Agent Advances until paid in full, (H) EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTHH. eighth, to pay the principal of all Swing Loans until paid in full, (J) TENTH, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTHI. ninth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (L) TWELFTH, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTH, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products), and (O) FIFTEENTH, to Borrowers (to be wired to the Investment Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(f). (iii) In each instanceJ. tenth, so long as no Event of Default has occurred and is continuing, this SECTION 2.4(b) shall and at Agent’s election (which election Agent agrees will not be deemed made if an Overadvance would be created thereby), to apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations pay amounts then due and payable (owing by Administrative Borrower or prepayable) under any provision its Subsidiaries in respect of this Agreement. (iv) For purposes of the foregoingBank Products, "until paid in full" means payment of all applicable amounts owing under the Loan Documents, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION 2.4 shall control and govern.,

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such paymentspayments (other than payments received while no Default or Event of Default has occurred and is continuing and which relate to the payment of principal or interest of specific Obligations or which relate to the payment of specific fees, which shall be applied to such Obligations or fees), and all proceeds of Accounts or other Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTfirst, so long as no Event of Default has occurred and is continuing, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) SECONDsecond, so long as no Event of Default has occurred and is continuing, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRDthird, so long as no Event of Default has occurred and is continuing, to pay any fees then due to Agent (for its separate accountsaccount, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHfourth, so long as no Event of Default has occurred and is continuing, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHfifth, so long as no Event of Default has occurred and is continuing, to pay interest due in respect of all Agent Advances, until paid in full, (F) SIXTHsixth, so long as no Event of Default has occurred and is continuing, ratably to pay interest due in respect of the Advances (other than Agent Advances), the Swing Loans, and the Term Loan until paid in full, (G) SEVENTHseventh, so long as no Event of Default has occurred and is continuing, to pay the principal of all Agent Advances until paid in full, (H) EIGHTHeighth, so long as no Event of Default has occurred and is continuing, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTHninth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Swing Loans until paid in full, (J) TENTHtenth, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent Administrative Borrower or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTHeleventh, so long as no Event of Default has occurred and is continuing, to pay the principal of all other Advances until paid in full, (L) TWELFTHtwelfth, so long as no Event of Default has occurred and is continuing, to Borrowers to be wired to the Designated Account or such other Person entitled thereto under applicable law, (M) thirteenth, if an Event of Default has occurred and is continuing, to pay any Lender Group Expenses and fees due to Agent (for its separate account, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (N) fourteenth, if an Event of Default has occurred and is continuing, to pay any Lender Group Expenses and fees (other than the Applicable Prepayment Premium) due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders), under the Loan Documents, on a ratable basis until paid in full, (O) fifteenth, if an Event of Default has occurred and is continuing, ratably to pay interest due in respect of all Agent Advances, Advances and Swing Loans until paid in full, (iP) sixteenth, if an Event of Default has occurred and is continuing, ratably to pay the principal of all Agent Advances, Advances and Swing Loans until paid in full, (Q) seventeenth, (ii) if an Event of Default has occurred and is continuing, to Agent, to be held by Agent, for the benefit of Wells Fargo or its Affiliates, as applicable, as cash ▇▇llateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Administrative Borrower's and its Subsidiaries' obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (R) eighteenth, if an Event of Default has occurred and is continuing, ratably to pay interest due in respect of the Term Loan until paid in full, (S) nineteenth, if an Event of Default has occurred and is continuing, ratably to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (T) twentieth, if an Event of Default has occurred and is continuing, to Agent, to be held by Agent for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iiiU) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTHtwenty-first, if an Event of Default has occurred and is continuing, ratably to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) Applicable Prepayment Premium until the Term Loan is paid in full, (N) FOURTEENTH, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products), and (O) FIFTEENTH, to Borrowers (to be wired to the Investment Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(f). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION 2.4(b) shall not be deemed to apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan Documents, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's ’s separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A1) FIRSTfirst, ratably to pay any Lender Group Expenses then due to Agent or any of the Lenders under the Loan Documents, until paid in full, (B2) SECONDsecond, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRD, ratably to pay any fees or premiums then due to Agent (for its separate accountsaccount, after giving effect to any letter agreements between Agent and the individual Lenders) or any of the Lenders under the Loan Documents until paid in full, (D3) FOURTH, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHthird, to pay interest due in respect of all Agent Advances, Protective Advances until paid in full, (F4) SIXTHfourth, to pay the principal of all Protective Advances until paid in full, (5) fifth, ratably to pay interest due in respect of the Advances (other than Agent Protective Advances), ) and the Swing Loans, and the Term Loan Loans until paid in full, (G6) SEVENTH, to pay the principal of all Agent Advances until paid in full, (H) EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTHsixth, to pay the principal of all Swing Loans until paid in full, (J7) TENTHseventh, so long as no Event of Default has occurred and is continuing, and at Agent's ’s election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts any Bank Product Obligations then due -40- and owing by Parent or its Subsidiaries in respect of Bank Productsowing, until paid in full, (K) ELEVENTH8) eighth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (L9) TWELFTHninth, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products Product Obligations have been paid in full or the cash collateral amount therefor has been exhausted, (M10) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTHtenth, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank ProductsProduct Obligations), and (O11) FIFTEENTHeleventh, to Borrowers (to be wired to the Investment Designated Account) or such other Person entitled thereto under applicable lawApplicable Law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(fSection 2.3(e). (iii) In Except with respect to proceeds of the Magnetek ADS Sale or any Disposition described in Section 2.4(c), in each instance, so long as no Event of Default has occurred and is continuing, this SECTION Section 2.4(b) shall not be deemed to apply to any payment made by Borrowers to Agent and specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "“paid in full" ” means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 shall control and govern. (vi) In the event, pursuant to the provisions of Section 6.7(g), Borrowers repay the Obligations as set forth in this Section 2.4(b) after the incurrence and during the continuance of an Event of Default (A) instead of making a scheduled principal payment with respect to the Second Lien Indebtedness or (B) out of proceeds of a Second Lien Prepayment Event, then the Maximum Revolver Amount, the aggregate Commitments and the Total Debt Limiter shall be permanently reduced and a permanent reserve against the Borrowing Base shall be established and maintained by Agent, in each case in an amount equal to the amount of such repayment of the Obligations.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's ’s separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTA. first, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) SECONDB. second, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRDC. third, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHD. fourth, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHE. fifth, to pay interest due in respect of all Agent Advances, until paid in full, (F) SIXTHF. sixth, ratably to pay interest due in respect of the Advances (other than Agent Advances), the Swing Loans, and the Term Loan Loans until paid in full, (G) SEVENTHG. seventh, to pay the principal of all Agent Advances until paid in full, (H) EIGHTHH. eighth, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan A until paid in full, (I) NINTHI. ninth, to pay the principal of all Swing Loans until paid in full, (J) TENTHJ. tenth, so long as no Event of Default has occurred and is continuing, and at Agent's ’s election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent Administrative Borrower or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTHK. eleventh, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (L) TWELFTHL. twelfth, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or Administrative Borrower’s and its Subsidiaries Subsidiaries’ obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTHM. thirteenth, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan Loans (in the inverse order of the maturity of the installments due thereunderratably) until the Term Loan is Loans are paid in full, (N) FOURTEENTHN. fourteenth, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or Administrative Borrower’s and its Subsidiaries Subsidiaries’ obligations in respect of the then extant Bank Products), and (O) FIFTEENTHO. fifteenth, to Borrowers (to be wired to the Investment Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION Section 2.3(f). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION Section 2.4(b) shall not be deemed to apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "“paid in full" ” means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's ’s separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTfirst, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) SECONDsecond, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRDthird, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHfourth, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHfifth, to pay interest due in respect of all Agent Advances, until paid in full, (F) SIXTHsixth, ratably to pay interest due in respect of the Advances Term Loans (other than portions of the Term Loans consisting of Agent Advances), the Swing Loans, and the Term Loan ) until paid in full, (G) SEVENTHseventh, to pay the principal of all Agent Advances until paid in full, (H) EIGHTHeighth, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan Loans until paid in full, (I) NINTH, to pay the principal of all Swing Loans until paid in full, (J) TENTH, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTH, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (L) TWELFTH, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTHninth, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan Loans (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is Loans are paid in full, (NJ) FOURTEENTHtenth, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products)Obligations, and (OK) FIFTEENTHeleventh, to Borrowers (to be wired to the Investment Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(f). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION Section 2.4(b) shall not be deemed to apply to any payment made by Borrowers to Agent and specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "“paid in full" ” means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Revolver Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's ’s separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Revolver Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTfirst, to pay all letter of credit fees and accrued interest due with respect to LC Facility Letters of Credit until paid in full, (B) second, to pay all unreimbursed LC Facility L/C Disbursements until paid in full, (C) third, if an Event of Default has occurred and is continuing, to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Commitment, as cash collateral in an amount up to 105% of the LC Facility Letter of Credit Usage until paid in full, (D) fourth, ratably to pay any Lender Group Expenses then due to Agent or any of the Lenders under the Loan Documents, until paid in full, (BE) SECONDfifth, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRD, ratably to pay any fees or premiums then due to Agent (for its separate accountsaccount, after giving effect to any letter agreements between Agent and the individual Lenders) or any of the Lenders under the Loan Documents until paid in full, (DF) FOURTH, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHsixth, to pay interest due in respect of all Agent Advances, Protective Advances until paid in full, (FG) SIXTHseventh, to pay the principal of all Protective Advances until paid in full, (H) eighth, ratably to pay interest due in respect of the Advances (other than Agent Protective Advances), ) and the Swing Loans, and the Term Loan until paid in full, (G) SEVENTH, to pay the principal of all Agent Advances until paid in full, (H) EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan Loans until paid in full, (I) NINTHninth, to pay the principal of all Swing Loans until paid in full, (J) TENTHtenth, so long as no Event of Default has occurred and is continuing, and at Agent's ’s election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts any Bank Product Obligations then due -40- and owing by Parent or its Subsidiaries in respect of Bank Productsowing, until paid in full, (K) ELEVENTHtwelfth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (L) TWELFTHthirteenth, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products Product Obligations have been paid in full or the cash collateral amount therefor has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTHfourteenth, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank ProductsProduct Obligations), and (ON) FIFTEENTHfifteenth, to Borrowers (to be wired to the Investment Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(fSection 2.3(e). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION Section 2.4(b) shall not be deemed to apply to any payment made by Borrowers to Agent and specified by Borrowers to be for the payment of specific Revolver Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "“paid in full" ” means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 shall control and govern. (vi) In the event, pursuant to the provisions of Section 2.4(b)(i) above, Agent is holding cash collateral with respect to any LC Facility Letter of Credit Usage and/or Letter of Credit Usage in connection with the occurrence of an Event of Default and such Event of Default is waived in accordance with the terms of this Agreement, Agent agrees, unless the terms of such waiver provide otherwise, to release such cash collateral within 1 Business Day after the execution of such waiver.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's ’s separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTfirst, ratably to pay any Lender Group Expenses then due to Agent or any of the Lenders under the Loan Documents, until paid in full, (B) SECONDsecond, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRD, ratably to pay any fees or premiums, other than Lender Group Expenses, then due to Agent (for its separate accountsaccount, after giving effect to any letter agreements between Agent and the individual Lenders) or any of the Lenders under the Loan Documents until paid in full, (DC) FOURTHthird, to pay any fees then interest due in respect of all Protective Advances until paid in full, (D) fourth, to any or pay the principal of all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, Protective Advances until paid in full, (E) FIFTH, to pay interest due in respect of all Agent Advances, until paid in full, (F) SIXTHfifth, ratably to pay interest due in respect of the Advances (other than Agent Protective Advances), ) and the Swing Loans, and the Term Loan Loans until paid in full, (GF) SEVENTH, to pay the principal of all Agent Advances until paid in full, (H) EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTHsixth, to pay the principal of all Swing Loans until paid in full, (JG) TENTHseventh, so long as no Event of Default has occurred and is continuing, and at Agent's ’s election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Subsidiaries Borrowers in respect of Bank Products, until paid in full, (KH) ELEVENTHeighth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (LI) TWELFTHninth, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, full and (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries Borrowers’ obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (MJ) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTHtenth, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries Borrowers’ obligations in respect of the then extant Bank Products), and (OK) FIFTEENTHeleventh, to Borrowers (to be wired to the Investment Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(fSection 2.3(e). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION Section 2.4(b) shall not be deemed to apply to any payment made by Borrowers to Agent and specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any Bank Product Agreement. (iv) For purposes of the foregoing, "“paid in full" ” means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION Section 2.2 of this Agreement with respect to prepayments of the Term Loan, payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTfirst, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) SECONDsecond, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRDthird, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHfourth, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHfifth, to pay interest due in respect of all Agent Advances, until paid in full, (F) SIXTHsixth, ratably to pay interest due in respect of the Advances (other than Agent Advances), the Swing Loans, and the Term Loan until paid in full, (G) SEVENTHseventh, to pay the principal of all Agent Advances until paid in full, (H) EIGHTHeighth, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTHninth, to pay the principal of all Swing Loans until paid in full, (J) TENTHtenth, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTHeleventh, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (L) TWELFTHtwelfth, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or Parent's and its Subsidiaries Subsidiaries' obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTHthirteenth, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTHfourteenth, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or Parent's and its Subsidiaries Subsidiaries' obligations in respect of the then extant Bank Products), and (O) FIFTEENTHfifteenth, to Borrowers (to be wired to the Investment Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION Section 2.3(f). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION Section 2.4(b) shall not be deemed to apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A1) FIRST, ratably to pay any Lender Group Expenses then due to Agent or any of the Lenders under the Loan Documents, until paid in full, (B2) SECOND, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRD, ratably to pay any fees or premiums then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) or any of the Lenders under the Loan Documents until paid in full, (D3) FOURTH, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHTHIRD, to pay interest due in respect of all Agent Advances, Protective Advances until paid in full, (F4) SIXTHFOURTH, to pay the principal of all Protective Advances until paid in full, (5) FIFTH, ratably to pay interest due in respect of the Advances (other than Agent Protective Advances), the Swing Loans, ) and the Term Loan Loans until paid in full, (G6) SEVENTH, to pay the principal of all Agent Advances until paid in full, (H) EIGHTHSIXTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I7) NINTH, to pay the principal of all Swing Loans until paid in full, (J) TENTH, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTHSEVENTH, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances (in the event there are Overadvances and Overadvance Subline Advances outstanding, first to Overadvances until paid in full and then to Overadvance Subline Advances) until paid in full, (L) TWELFTH8) EIGHTH, if an Event of Default has occurred and is continuing, (A) with respect to all payment and proceeds other than proceeds of Term Loan Priority Collateral, (x) first, ratably (i) to pay the principal of all Advances until paid in fullfull (in the event there are Overadvances and Overadvance Subline Advances outstanding, (ii) first to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage Overadvances until paid in fullfull and then to Overadvance Subline Advances), and (iiiy) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuingthen, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunderhereunder) until the Term Loan is paid in full, and (B) with respect to proceeds of the Term Loan Priority Collateral, (x) first, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due hereunder) until the Term Loan is paid in full, and (y) then, ratably to pay the principal of all Advances until paid in full (in the event there are Overadvances and Overadvance Subline Advances outstanding, first to Overadvances until paid in full and then to Overadvance Subline Advances), (N9) FOURTEENTHNINTH, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products)Obligations, and (O10) FIFTEENTHTENTH, to Borrowers (to be wired to the Investment Designated Account) or such other Person entitled thereto under applicable law." 2.17 SECTIONS 2.6(a), (iib), (c) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(f). and (iiid) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION 2.4(b) shall not be deemed to apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan Documents, including related loan fees, service fees, professional fees, interest (Credit Agreement are hereby amended and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be restated to read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION 2.4 shall control and govern.follows:

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the Revolver Commitment or type of Commitment or Obligation Obligation, as applicable, to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such paymentspayments (other than payments received while no Default or Event of Default has occurred and is continuing and which relate to the payment of principal or interest of specific Obligations or which relate to the payment of specific fees), and all proceeds of Accounts or other Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) A. FIRST, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) B. SECOND, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) C. THIRD, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) D. FOURTH, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) E. FIFTH, to pay interest due in respect of all Agent Advances, until paid in full, (F) F. SIXTH, ratably to pay interest due in respect of the Advances (other than Agent Advances), ) and the Swing Loans, and the Term Loan Loans until paid in full, (G) G. SEVENTH, to pay the principal of all Agent Advances until paid in full, (H) H. EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTH, to pay the principal of all Swing Loans until paid in full, (J) TENTH, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTH, so long as no Event of Default has occurred and is continuingI. NINTH, to pay the principal of all Advances until paid in fullfull (applied first to reduce any Overadvance), (L) TWELFTHJ. TENTH, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTH, if an Event of Default has occurred and is continuingK. ELEVENTH, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral until paid in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products)full, and (O) FIFTEENTHL. TWELFTH, to Borrowers Borrower (to be wired to the Investment Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(f2.3(h). (iii) In each instance, so long as no Default or Event of Default has occurred and is continuing, this SECTION 2.4(b) shall not be deemed to apply to any payment by Borrowers Borrower specified by Borrowers Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTA. first, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) SECOND, B. second, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRDC. third, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHD. fourth, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTH, to pay interest due in respect of all Agent Advances, until paid in full, (F) SIXTH, ratably to pay interest due in respect of the Advances (other than Agent Advances), the Swing Loans, and the Term Loan until paid in full, (G) SEVENTH, to pay the principal of all Agent Advances until paid in full, (H) EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTH, to pay the principal of all Swing Loans until paid in full, (J) TENTH, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTH, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (L) TWELFTH, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTH, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products), and (O) FIFTEENTH, to Borrowers (to be wired to the Investment Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(f). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION 2.4(b) shall not be deemed to apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan Documents, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter any agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's ’s separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term LoanSection 2.4(b)(iii), all payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTfirst, ratably to pay any Lender Group Expenses then due to Agent or any of the Lenders under the Loan Documents, until paid in full, (B) SECONDsecond, ratably to pay any Lender Group Expenses fees or premiums then due to Agent (for its separate account, after giving effect to any agreements between Agent and individual Lenders) or any of the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRDthird, to pay any fees then interest due to Agent (for its separate accountsin respect of all Protective Advances, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHfourth, to pay any fees then due to any or the principal of all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basisProtective Advances, until paid in full, (E) FIFTHfifth, ratably to pay interest due in respect of all Agent Advancesthe Term Loan, until paid in full, (F) SIXTH, ratably to pay interest due in respect of the Advances (other than Agent Advances), the Swing Loans, and the Term Loan until paid in full, (G) SEVENTH, to pay the principal of all Agent Advances until paid in full, (H) EIGHTHsixth, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTH, to pay the principal of all Swing Loans until paid in full, (J) TENTH, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Subsidiaries in respect of Bank Productsthe Term Loan, until paid in full, (KG) ELEVENTHseventh, so long as no (1) if an Event of Default has occurred and is continuingcontinuing and the Term Loan has been accelerated, to pay the outstanding principal balance of all Advances the Term Loan, until paid in full, , or (L2) TWELFTH, if an Event of Default has occurred and is continuing, ratably (i) to pay but the principal of all Advances until paid in fullTerm Loan has not been accelerated, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having deposited into a Revolver Commitment, as cash collateral account in an amount up to 105% the name of Agent (the then extant Letter of Credit Usage until paid in full“Term Loan Cash Collateral Account”), and which funds shall either be applied (iiix) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in upon the inverse order acceleration of the maturity Term Loan, (y) to pay all principal amounts then due and payable (other than as a result of acceleration thereof) in respect of the installments due thereunderTerm Loan, until paid in full, or (z) until to the outstanding principal balance of the Term Loan is paid in fulland/or disbursed to Borrowers pursuant to a mutual agreement between Borrowers and Agent, (NH) FOURTEENTHeighth, if an Event of Default has occurred and is continuing, to pay any other Obligations (including but excluding the provision of amounts to Agent, to be held by Agent, for the benefit outstanding principal balance of the Bank Product Providers, as cash collateral in an amount up Term Loan to the amount determined by Agent extent provided in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Productsclause (G) above), and (OI) FIFTEENTHninth, to Borrowers (to be wired to the Investment Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(f). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION Section 2.4(b) shall not be deemed to apply to any payment made by Borrowers to Agent and specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this AgreementAgreement or any other Loan Document. (iv) For purposes of the foregoing, "“paid in full" ” means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relatesLenders. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such paymentspayments (other than payments that relate to principal or interest of specific Obligations pursuant to SECTIONS 2.2, 2.4, and 2.5 or payments constituting the payment of specific fees), and all proceeds of Accounts or other Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) A. FIRST, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) B. SECOND, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) C. THIRD, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) D. FOURTH, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) E. FIFTH, to pay interest due in respect of all Agent Advances, until paid in full, (F) F. SIXTH, ratably to pay interest due in respect of the Advances (other than Agent Advances), ) and the Swing Loans, and the Term Loan Loans until paid in full, G. SEVENTH, so long as no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing and Agent agrees in its sole discretion, to pay interest due and payable in respect of the Term Loans until paid in full (G) SEVENTHif any Event of Default has occurred and is continuing, the priority of the payment of interest of the Term Loans is deferred to items "sixteenth" and "seventeenth" below), H. EIGHTH, to pay the principal of all Agent Advances until paid in full, (H) EIGHTHI. NINTH, ratably so long as no Event of Default has occurred and is continuing or, if any Event of Default has occurred and is continuing and Agent agrees in its sole discretion, to pay all principal amounts then payments due and payable (other than as a result in respect of an acceleration thereof) with respect to the Term Loan A until paid in fullfull (if any Event of Default has occurred and is continuing, the priority of payment of scheduled principal payments is deferred to item "sixteenth" below), J. TENTH, so long as no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing and Agent agrees in its sole discretion, to pay principal payments due and payable in respect of Term Loan B until paid in full (I) NINTHif an Event of Default has occurred and is continuing, the priority of payment of scheduled principal payments is deferred to item "seventeenth" below), K. ELEVENTH, to pay the principal of all Swing Loans until paid in full, (J) TENTHL. TWELFTH, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent the Loan Parties or its their Subsidiaries in respect of all Bank Products, until paid in full, (K) ELEVENTHM. THIRTEENTH, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (L) TWELFTHN. FOURTEENTH, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, and (ii) to Agent, to be held by Agent, for the benefit ▇▇▇▇▇ Fargo or its Affiliates, as applicable, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until the Loan Parties and their Subsidiaries' obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, O. FIFTEENTH, if an Event of Default has occurred and is continuing, to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTHP. SIXTEENTH, if an Event of Default has occurred and is continuing, to pay interest due and payable and the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) A until the Term Loan A is paid in full, (N) FOURTEENTHQ. SEVENTEENTH, if an Event of Default has occurred and is continuing, to pay interest due and payable and the outstanding principal balance of Term Loan B until Term Loan B is paid in full, R. EIGHTEENTH, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral Obligations) until paid in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products)full, and (O) FIFTEENTHS. NINETEENTH, to Borrowers (to be wired to the Investment Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(f2.3(H). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION 2.4(b2.4(B) shall not be deemed to apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) Notwithstanding anything to the contrary, the Applicable Prepayment Premium shall not be paid to any Lender until all other Obligations have been paid in full. (vi) In the event of a direct conflict between the priority provisions of this SECTION 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such paymentspayments (other than payments received while no Default or Event of Default has occurred and is continuing and which relate to the payment of principal or interest of specific Obligations or which relate to the payment of specific fees), and all proceeds of Accounts or other Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTA. first, to pay any Lender Group Expenses then due to Agent under the Loan ----- Documents, until paid in full, (B) SECONDB. second, to pay any Lender Group Expenses then due to the Lenders under ------ the Loan Documents, on a ratable basis, until paid in full, (C) THIRDC. third, to pay any fees then due to Agent (for its separate accounts, ----- after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHD. fourth, to pay any fees then due to any or all of the Lenders (after ------ giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHE. fifth, to pay interest due in respect of all Agent Advances, until paid ----- in full, (F) SIXTHF. sixth, ratably to pay interest due in respect of the Advances (other than ----- Agent Advances), the Swing Loans, and the Term Loan until paid in full, (G) SEVENTH, to pay the principal of all Agent Advances until paid in full, (H) EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTH, to pay the principal of all Swing Loans until paid in full, (J) TENTH, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTH, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (L) TWELFTHJ. tenth, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, ----- to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTH, if an Event of Default has occurred and is continuingK. eleventh, to pay any other Obligations (including the provision of amounts to Agentuntil paid in full, and -------- L. twelfth, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products), and (O) FIFTEENTH, to Borrowers Borrower (to be wired to the Investment Designated Account) or such ------- other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION Section 2.3(f).. --------------- (iii) In each instance, so long as no Default or Event of Default has occurred and is continuing, this SECTION Section 2.4(b) shall not be deemed to apply to any -------------- payment by Borrowers Borrower specified by Borrowers Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in any other Loan Document, it ------------ is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 shall control and govern.. ------------ -39-

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter or any agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's ’s separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Term Loan Commitment or Obligation to which a particular fee relates. Except as otherwise specifically provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loanclause (b)(iii) below or in Section 2.4(d), all payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTfirst, ratably to pay any Lender Group Expenses then due to Agent or any of the Lenders under the Loan Documents, until paid in full, (B) SECONDsecond, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRD, ratably to pay any fees or premiums then due to Agent (for its separate accountsaccount, after giving effect to any letter agreements between Agent and the individual Lenders) or any of the Lenders under the Loan Documents until paid in full, (DC) FOURTH, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTH, to pay interest due in respect of all Agent Advances, until paid in full, (F) SIXTHthird, ratably to pay interest due in respect of the Advances (other than Agent Advances), the Swing Loans, and the Term Loan until paid in full, (GD) SEVENTH, to pay the principal of all Agent Advances until paid in full, (H) EIGHTHfourth, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (IE) NINTH, to pay the principal of all Swing Loans until paid in full, (J) TENTH, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTH, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (L) TWELFTH, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTHfifth, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (NF) FOURTEENTHsixth, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to AgentObligations, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral until paid in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products)full, and (OG) FIFTEENTHseventh, to Borrowers (to be wired to the Investment Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(f)[Intentionally Omitted]. (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION Section 2.4(b) shall not be deemed to apply to any payment made by Borrowers to Agent and specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "(other than clause (G)), “paid in full" ” means payment of all applicable amounts owing under the Loan DocumentsDocuments (other than contingent indemnification obligations) according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for purposes of clause (G), “paid in full” means payment of all amounts owing under the Loan Documents (other than contingent indemnification obligations) according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTA. first, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) SECONDB. second, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRDC. third, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHD. fourth, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHE. fifth, to pay interest due in respect of all Agent Advances, until paid in full, (F) SIXTHF. sixth, ratably to pay interest due in respect of the Advances (other than Agent Advances), ) and the Swing Loans, and the Term Loan until paid in full, (G) SEVENTHG. seventh, to pay the principal of all Agent Advances until paid in full, (H) EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTHH. eighth, to pay the principal of all Swing Loans until paid in full, (J) TENTHI. ninth, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent Administrative Borrower or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTHJ. tenth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (L) TWELFTHK. eleventh, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitmentthe Lenders, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or Administrative Borrower's and its Subsidiaries Subsidiaries' obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTHL. twelfth, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or Administrative Borrower's and its Subsidiaries Subsidiaries' obligations in respect of the then extant Bank Products), and (O) FIFTEENTHM. thirteenth, to Borrowers (to be wired to the Investment Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION Section 2.3(f). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION Section 2.4(b) shall not be deemed to apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTA. first, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) SECONDB. second, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRDC. third, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHD. fourth, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHE. fifth, to pay interest due in respect of all Agent Advances, until paid in full, (F) SIXTHF. sixth, ratably to pay interest due in respect of the Advances (other than Agent Advances), the Swing Loans, and the Term Loan ) until paid in full, (G) SEVENTHG. seventh, to pay the principal of all Agent Advances until paid in full, (H) EIGHTHH. eighth, ratably so long as no Event of Default has occurred and is continuing, to pay (i) first, the entire principal of all principal amounts Advances under the Temporary Overadvance Facility (or, if less, the portion of the Temporary Overadvance Facility that is then due required to be repaid hereunder), but only, and payable to the extent that, after giving effect to the payment, Availability (other than as a result of an acceleration thereof) with respect to the Term Loan Temporary Overadvance Facility)is greater than $25,000,000.00, and then, the principal of all Advances (other than Advances made under the Temporary Overadvance Facility) until paid in full, (I) NINTH, to pay the principal of all Swing Loans until paid in full, (J) TENTHI. ninth, so long as no Event of Default has occurred and is continuing, and at Agent's ’s election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent Administrative Borrower or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTH, so long as no J. tenth, if an Event of Default has occurred and is continuing, first, to pay the principal of all Advances until paid in full, (L) TWELFTH, if an Event of Default has occurred and is continuingsecond, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter Letters of Credit Usage until paid in full, third, to pay the principal of all Advances under the Temporary Overadvance Facility, and (iii) fourth, to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or Administrative Borrower’s and its Subsidiaries Subsidiaries’ obligations in respect of the then extant outstanding Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTH, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products), and (O) FIFTEENTH, to Borrowers (to be wired to the Investment Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(f). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION 2.4(b) shall not be deemed to apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan Documents, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and and, except as specifically provided in PARAGRAPH (B)(III) or SECTION 2.4(D) below, all such payments, and all proceeds of Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRST, to pay any Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) SECOND, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRD, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTH, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTH, to pay interest due in respect of all Agent Advances, until paid in full, (F) SIXTH, ratably to pay interest due in respect of the Advances (other than Agent Advances), the Swing Loans, and the Term Loan Loan, until paid in full, (G) SEVENTH, to pay the principal of all Agent Advances until paid in full, (H) EIGHTH, so long as no Event of Default has occurred and is continuing, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTH, to pay the principal of all Swing Loans until paid in full, (J) TENTH, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTH, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (L) TWELFTH, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or Parent's and its Subsidiaries Subsidiaries' obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTH, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or Borrowers' and its Subsidiaries Subsidiaries' obligations in respect of the then extant Bank Products), and (O) FIFTEENTH, to Borrowers (to be wired to the Investment Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(f2.3(F). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION 2.4(b2.4(B) shall not be deemed to apply to any payment made by Borrowers to Agent and specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoingforegoing (other than clause (N)), "paid in full" means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; PROVIDED, HOWEVER, that for the purposes of clause (N), "paid in full" means payment 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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relatesLenders. Except as provided set forth in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loansections (c), (d) and (e) below hereof, all payments shall be remitted to Agent and all such paymentspayments (other than payments received while no Default or Event of Default has occurred and is continuing and which relate to the payment of principal or interest of specific Obligations or which relate to the payment of specific fees), and all proceeds of Accounts or other Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTfirst, to pay any Lender Group Expenses then due to Agent or Issuing Lender under the Loan Documents, until paid in full, (B) SECONDsecond, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRDthird, to pay any fees then due to Agent (for its separate accountsaccount, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHfourth, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHfifth, to pay interest due in respect of all Agent Advances, until paid in full, (F) SIXTHsixth, ratably to pay interest due in respect of the Advances (other than Agent Advances), ) and the Swing Loans, and the Term Loan Loans until paid in full, (G) SEVENTHseventh, to pay the principal of all Agent Advances until paid in full, (H) EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTHeighth, to pay the principal of all Swing Loans until paid in full, (JI) TENTH, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTH, so long as no Event of Default has occurred and is continuingninth, to pay the principal of all Advances until paid in full, (LJ) TWELFTHtenth, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Advances until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitmentthe Lenders, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or its Subsidiaries obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (MK) THIRTEENTH, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTH, if an Event of Default has occurred and is continuingeleventh, to pay any other Obligations (including the provision owing to any of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral Agent or Lenders until paid in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect of the then extant Bank Products)full, and (OL) FIFTEENTHtwelfth, to Borrowers Administrative Borrower (to be wired to the Investment Designated Account) or such other Person (including the Court) entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(fSection 2.3(h). (iii) In each instance, so long as no Default or Event of Default has occurred and is continuing, this SECTION Section 2.4(b) shall not be deemed to apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 shall control and govern.

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and payments of fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, All payments shall be remitted to Agent and all such paymentspayments (other than payments received while no Default or Event of Default has occurred and is continuing and which relate to the payment of principal or interest of specific Obligations or which relate to the payment of specific fees), and all proceeds of Accounts or other Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8):follows: (A) FIRSTA. first, to pay any Lender Group Expenses then due to ----- Agent under the Loan Documents, until paid in full, (B) SECONDB. second, to pay any Lender Group Expenses then due to ------ the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRDC. third, to pay any fees then due to Agent (for its ----- separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) FOURTHD. fourth, to pay any fees then due to any or all of ------ the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) FIFTHE. fifth, to pay interest due in respect of all Agent ----- Advances, until paid in full, (F) SIXTHF. sixth, ratably to pay interest due in respect of the ----- Advances (other than Agent Advances), ) and the Swing Loans, and the Term Loan Loans until paid in full, (G) SEVENTHG. seventh, to pay the principal of all Agent Advances ------- until paid in full, (H) EIGHTH, ratably to pay all principal amounts then due and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTHH. eighth, to pay the principal of all Swing Loans ------ until paid in full, (J) TENTHI. ninth, so long as no Event of Default has occurred ----- and is continuing, and at Agent's election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent Administrative Borrower or its Subsidiaries in respect of Bank Products, until paid in full, (K) ELEVENTHJ. tenth, so long as no Event of Default has occurred ----- and is continuing, to pay the principal of all Advances until paid in full, (L) TWELFTHK. eleventh, if an Event of Default has occurred and is -------- continuing, ratably (i) to pay the principal of all Advances until paid in full, and (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment▇▇▇▇▇ Fargo or its Affiliates, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providersapplicable, as cash collateral in an amount up to the amount of the Bank Product Products Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or Administrative Borrower's and its Subsidiaries Subsidiaries' obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted, (M) THIRTEENTHL. twelfth, if an Event of Default has occurred and is ------- continuing, to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (N) FOURTEENTH, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and the Bank Product Providersother Lenders, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or its Subsidiaries obligations in respect 105% of the then extant Letter of Credit Usage until paid in full, M. thirteenth, to pay any other Obligations (including ---------- Bank Products)Product Obligations) until paid in full, and (O) FIFTEENTHand N. fourteenth, to Borrowers (to be wired to the Investment ---------- Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(f).Section 2.2. ----------- (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION 2.4(bSection 2.3(b) shall not be deemed to apply to -------------- any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, whether or not any of the foregoing same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION 2.4 Section 2.3 and other provisions contained in any other ----------- Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION 2.4 Section 2.3 shall control and govern.. -----------

Apportionment and Application. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders, the Tranche A Lenders, the Tranche B Lenders and the Term Loan Lenders, as applicable (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) ), and payments of fees and expenses (other than fees or expenses that are for Agent's ’s separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders, the Tranche A Lenders, the Tranche B Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of and the Term LoanLoan Lenders, as applicable. All payments shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent in accordance with Section 2.8Agent, shall be applied as follows (such application provided that so long as no Event of Default has occurred and is continuing, Agent shall be entitled to apply the proceeds of Collections to reduce the balance of the Advances outstanding, applied first to Tranche B Advances and, after no later than the first Business Day after receipt thereof in accordance with Section 2.8Tranche B Advances are outstanding, to Tranche A Advances): (A) FIRSTfirst, ratably to pay any Lender Group Expenses then due to Agent or any of the Lenders under the Loan Documents, until paid in full, (B) SECONDsecond, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) THIRD, ratably to pay any fees or premiums then due to Agent (for its separate accountsaccount, after giving effect to any letter agreements between Agent and the individual Lenders) or any of the Lenders under the Loan Documents until paid in full, (DC) FOURTHthird, to pay any fees then interest due in respect of all Protective Advances until paid in full, (D) fourth, to any or pay the principal of all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, Protective Advances until paid in full, (E) FIFTHfifth, to pay interest due in respect so long as no Event of all Agent Advances, until paid in full, (F) SIXTHDefault has occurred and is continuing, ratably to pay interest due in respect of the Advances (other than Agent Tranche A Advances), the Tranche B Advances, the Swing Loans, Loans and the Term Loan until paid in full, (GF) SEVENTHsixth, to pay the principal so long as no Event of all Agent Advances until paid in full, (H) EIGHTH, ratably to pay all principal amounts then due Default has occurred and payable (other than as a result of an acceleration thereof) with respect to the Term Loan until paid in full, (I) NINTHis continuing, to pay the principal of all Swing Loans until paid in full, (JG) TENTHseventh, so long as no Event of Default has occurred and is continuing, to pay any principal amount then due and payable with respect to the Term Loan until paid in full, (H) eighth, so long as no Event of Default has occurred and is continuing, ratably to pay the principal of all Tranche B Advances until paid in full, (I) ninth, so long as no Event of Default has occurred and is continuing, and at Agent's ’s election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due -40- and owing by Parent Administrative Borrower or its Subsidiaries in respect of Bank Products, until paid in full, (KJ) ELEVENTHtenth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Tranche A Advances until paid in full, (K) eleventh, if an Event of Default has occurred and is continuing, ratably to pay interest due in respect of the Tranche A Advances and the Swing Loans made by the Tranche A Lenders (L) TWELFTHtwelfth, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Tranche A Advances and Swing Loans made by Tranche A Lenders until paid in full, (ii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Parent or Borrowers’ and its Subsidiaries Subsidiaries’ obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhaustedexhausted and (iii) to Agent, to be held by Agent, for the benefit of Issuing Lender in respect of Letters of Credit allocable to Tranche A Lenders, as cash collateral in an amount up to 105% of the Tranche A Letter of Credit Usage until paid in full, (M) THIRTEENTHthirteenth, if an Event of Default has occurred and is continuing, ratably to pay interest due in respect of the Tranche B Advances, the Swing Loans made by the Tranche B Lenders and the Term Loan, (N) fourteenth, if an Event of Default has occurred and is continuing, ratably (i) to pay the outstanding principal balance of the Term Loan (in the inverse order of the maturity of the installments due thereunder) until the Term Loan is paid in full, (ii) to pay the principal of all Tranche B Advances and Swing Loans made by Tranche B Lenders until paid in full, and (iii) to Agent, to be held by Agent, for the ratable benefit of Issuing Lender in respect of Letters of Credit allocable to Tranche B Lenders, as cash collateral in an amount up to 105% of the Tranche B Letter of Credit Usage until paid in full, (NO) FOURTEENTHfifteenth, if an Event of Default has occurred and is continuing, to pay any other Obligations (including the provision of amounts to Agent, to be held by Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Agent in its Permitted Discretion as the amount necessary to secure Parent or Borrowers’ and its Subsidiaries Subsidiaries’ obligations in respect of the then extant Bank Products), and (OP) FIFTEENTHsixteenth, to Borrowers (to be wired to the Investment Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in SECTION 2.3(fSection 2.3(e). (iii) In each instance, so long as no Event of Default has occurred and is continuing, this SECTION Section 2.4(b) shall not be deemed to apply to any payment made by Borrowers to Agent and specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoingforegoing (other than clause (O)), "“paid in full" ” means payment of all applicable amounts owing under the Loan DocumentsDocuments according to the terms thereof, including related loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on -41- interest, and expense reimbursements, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (O), “paid in full” means payment 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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not any of the foregoing same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this SECTION Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this SECTION Section 2.4 shall control and govern. (vi) The provisions of this Section 2.4 constitute an agreement among Borrowers, the Lender Group and the Bank Product Provider as to the application of payments, Collections and proceeds of Collateral and do not constitute any subordination of (x) any Obligations or (y) the right to payment of any Obligations.